The Committee may amend, modify or terminate this Certificate without approval of Participant; provided, however, that such amendment, modification or termination shall not, without Participant’s consent, reduce or diminish the value of this Award. Notwithstanding anything herein to the contrary, the Committee may, without Participant’s consent, amend or interpret this Certificate to the extent necessary to comply with Section 409A of the Code and Treasury regulations and guidance with respect to such law.