No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and approved by the Employee and the Board; provided, however, that if the Employee is a member of the Board, the Employee must recuse himself from any vote to amend the Agreement or accelerate the vesting of the Awarded Shares, and if the Employee is the sole member of the Board, the Agreement may not be amended and the vesting of the Awarded Shares may not be accelerated.