The Company reserves the right to amend, terminate or freeze the Sub-Plan, in whole or in part, at any time by action of the Board or its designee.  In no event shall any such action by the Board or its designee adversely affect any Director who has an account without the consent of the Director, unless the Board or its designee, as the case may be, determines in good faith that such action is necessary to ensure compliance with Code Section 409A.  Except as otherwise determined by the Board and permitted by Code Section 409A (including Treasury Regulation Section 1.409A-3(j)), in the event that the Sub-Plan is terminated, the amounts allocated to a Director’s accounts shall be paid to the Director or his or her beneficiary on the dates on which the Director or beneficiary would otherwise receive payments hereunder without regard to the termination of the Sub-Plan.