Amendment. Subject to the terms of the Plan, the Committee may modify this Notice upon written notice to Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Notice shall adversely affect Grantee’s rights under this Notice without Grantee’s consent unless the Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

Amendments. Any amendment to the Plan shall be deemed to be an amendment to this NoticeAgreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing,hereto; provided, however, that # no amendment of the Plan or this Notice shall adversely affect Grantee’sthe rights of Grantee under this NoticeAgreement without Grantee’s written consent unlessand # Grantee’s consent shall not be required to an amendment that is deemed necessary by the Committee determines, in good faith, that such amendment is required for the NoticeCompany to either be exemptensure exemption from the application of, or comply with, the requirements ofcompliance with Section 409A of the Code, or as otherwise may be provided in the Plan.Code.

Amendment. Subject to the terms of the Plan, the Committee may modify this Notice uponBy written notice to Grantee. Any amendmentYou, the Committee reserves the right to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment ofamend the Plan or the provisions of this Notice shall adversely affect Grantee’sCertificate provided that no such amendment will impair in any material respect Your rights under this NoticeCertificate without Grantee’sYour consent unless the Committee determines, in good faith, that such amendment isexcept as required for the Notice to either be exempt from the application of,comply with applicable securities laws or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.Code.