Any provision of this Agreement may be amended or waived only with the prior written consent of the Company and Executive.  Notwithstanding anything in this Agreement to the contrary, the Company shall unilaterally have the right to amend this Agreement to comply with Section 409A of the Code so long as such amendment does not impair the rights of the Executive (in which case they shall reasonably cooperate); provided that any adjustment in the timing of the payments to be received by Executive hereunder shall not be deemed to be an impairment of the rights of Executive.