Prior to a Change in Control, the Company reserves the right to amend the Plan at any time, by action of the Board, without the consent of any Executive or any other person. All amendments shall be in writing. Prior to a Change in Control, the Company also reserves the right to add, modify or eliminate benefits provided under the Plan, without the consent of any Executive or any other person; provided , however , that any amendment within 24 months prior to a Change in Control, or a Discharge without Cause or Resignation for Good Reason that is adverse to any Executive shall not be applicable to such Executive. Following a Change in Control, until the later of the second anniversary of the Change in Control or the date on which benefits are no longer payable under the Plan, no amendment may be made to Section 4 , and no amendment may be made that adversely affects any Executive without such Executive’s consent; provided , however , that if the Plan is a nonqualified deferred compensation plan within the meaning of Code Section 409A, the Company, without any Executive’s consent, shall make such amendments to the Plan as shall be required to avoid additional income taxes and/or penalties imposed by Code Section 409A, including without limitation, the elimination or modification of benefits which the Company in its reasonable judgment determines cannot be provided as set forth in the Plan in compliance with Code Section 409A, provided that such elimination or modification shall be made in such manner so as to preserve the benefits provided by the Plan to the maximum extent possible. Following the second anniversary of the Change in Control, the Company may amend the Plan without the consent of an Executive who is not then receiving any benefits under the Plan attributable to a termination of employment that occurred after the Change in Control or any other person.