The Board or the Committee, at any time, and from time to time, may amend the Plan and/or the terms of the Restricted Stock Units; provided, however , that the rights provided under Restricted Stock Units outstanding at the time of any such amendment shall not be impaired by any such amendment unless the Participant consents in writing (it being understood that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 5 hereof, shall constitute an amendment to the Plan or a Restricted Stock Unit for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without an affected Participant’s consent, the Board or the Committee may amend the terms of the Plan or any one or more Restricted Stock Units from time to time as necessary to bring such Restricted Stock Units into compliance with applicable law, including, without limitation, Section 409A of the Code and Section 457A of the Code.