Although an Employer may anticipate that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to discontinue its sponsorship of the Plan and to terminate the Plan, at any time, with respect to its participating Employees by action of its board of directors, and the Company may at any time terminate an Employer’s participation in the Plan; provided, however, that (a) all plans that are aggregated with the Plan pursuant to Section 1.409A(c)(2) of the Treasury Regulations are also terminated, and (b) the Plan is not terminated proximate to a downturn in the financial health of the Employer, or any entity other than the Employer with whom the Employer would be considered a single employer under Sections 414(b) or 414(c) of the Code. In the event of a termination and liquidation described in this Article 8.02, no new deferred compensation plans may be established by the Employer for a minimum period of three years following the termination and liquidation of the Plan if such new plan would be aggregated with the Plan pursuant to Section 1.409A(c)(2) of the Treasury Regulations. For the avoidance of doubt, subject to the limitations in Article 8.01, the Committee may at any time terminate the Plan; provided, however, if payment is accelerated with such termination then the Plan must be terminated in a manner that complies with Section 409A.