Except as provided below, during the twenty-four (24) month period following a Change in Control, neither the Company nor any Successor Entity may terminate this Agreement, nor may the Company or any Successor Entity amend this Agreement if any such amendment would have an adverse impact on the interests of Employee under this Agreement, in either case, without the express written consent of Employee. Notwithstanding anything contained herein, at any time prior to a Change in Control, the Board may terminate or amend this Agreement in its sole discretion from time to time and for any reason (or for no reason). Following Employee’s Qualifying Termination, no termination or amendment of this Agreement shall adversely affect the rights of Employee under this Agreement without Employee’s written consent.