Prior to a Change of Control (except as provided in the next sentence), the Company reserves the right to amend or terminate this Plan upon written notice to Eligible Employees (including, without limitation, to change the designated level of participation of any Eligible Employee or to change the designation of an Eligible Employee as an NSE Eligible Employee or an OSP Eligible Employee). Upon a Change of Control, or upon the Company’s entering into any definitive agreement that, if consummated, would constitute a Change in Control (and provided that such definitive agreement has not terminated), this Plan will become non-modifiable (and an Eligible Employee’s level of participation may not be reduced and, if applicable, an Eligible Employee’s designation as an NSE Eligible Employee or an OSP Eligible Employee may not be removed) without the consent of the affected Eligible Employee.