The Committee interpretation of this Agreement, the Plan and all other decisions and determinations by the Committee shall be final and binding upon the parties hereto. The Committee may amend any provision of this Agreement at any time; provided that, except with the consent of the Participant, no amendment of this Agreement will impair the rights of the Participant to the Shares. The Committee shall have the full and exclusive right to make reductions in Awards under the Agreement. In determining whether to reduce any Award and the amount of any such reduction, the Committee shall take into consideration such factors as the Committee shall determine reasonable under the circumstances, in its sole and absolute discretion. The discretion of the Committee does not include the authority to change, in any way, the payment date, the issuance date or the timing of a benefit hereunder, whether acceleration or deferral. The Committee does not have the authority to increase any Award and, if an Award is reduced by the Committee for any reason, the reduction shall be permanently reduced. Notwithstanding any provision of this Agreement to the contrary, the intent of the parties is that benefits under this Agreement comply with Internal Revenue Code Section 409A (“Section 409A”), as may be amended from time to time, to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. To the extent any amount accrued or payable under this Agreement is or becomes subject to Section 409A, this Agreement shall be interpreted and construed in a manner consistent with Section 409A.