The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, this Agreement; provided, however, that without the consent of the Grantee, no such amendment, alteration, suspension, discontinuation, or termination of this Agreement may materially and adversely affect the rights of the Grantee under this Agreement, except insofar as any such action is necessary to ensure the Agreement’s compliance with applicable law or regulation or the listing requirements of an applicable securities exchange, including, without limitation, Code Section 409A.