The Committee has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the Options will adversely affect Optionee’s material rights under this Award Certificate without Optionee’s consent. The Company has the authority to amend this Award Certificate, consistent with the foregoing, without the Optionee’s written agreement, except as set forth in this Section 10.