The Committee may amend this Agreement at any time and from time to time without the consent of the Participant; provided , however that no such amendment may materially and adversely affect the rights of the Participant without his or her consent; and provided , further, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.