Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties (electronically or otherwise); provided, however, that the Company may change or modify this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder.

Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

Amendments and Modifications. This Agreement may be amended or modified only by a writing, which makes specific reference to this Agreement and is signed by all parties hereto. Provided, further, that no amendment or modification to this Agreement shall be adopted unless it complies with Section 409A to the extent [Section 409A] applies to this Agreement and/or to the amendment or modification.