Amendment, Modification, Suspension, or Discontinuance of the Plan. The Board of Directors of the Company (the “Board”) may amend, modify, suspend, or terminate the plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.

AMENDMENT OF THE PLAN. The Board of Directors of the Company (the “Board”) may amend, modify,Corporation may, subject to any required shareholder approval, suspend, discontinue or terminate the plan for the purpose of meetingPlan, or addressingrevise or amend it in any changes in legal requirements or forrespect whatsoever with respect to any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding #at that time not subject to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.options.

Amendment, Modification, Suspension, or Discontinuanceand Termination. Subject to the terms of the Plan. ThePlan, the Board of Directors of the Company (the “Board”) may at any time and from time to time, alter, amend, modify, suspend,suspend or terminate the planPlan in whole or in part without the approval of the Company's shareholders, except to the extent the Board determines it is desirable to obtain approval of the Company's shareholders, to comply with the requirements for listing on any exchange where the purpose of meeting or addressing any changes in legal requirementsCompany's Shares are listed, or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.Board deems appropriate.

Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time; provided, however, that, notwithstanding any other provision of Directorsthe Plan or any Award Agreement, prior approval of the stockholders of the Company (the “Board”) may amend, modify, suspend, or terminate the plan for the purpose of meeting or addressing any changes in legal requirements orshall be required for any other purpose permitted by law. Subjectamendment to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.that:

Amendment and Termination of the Plan. The Board of Directorsmay at any time terminate, suspend or amend the Plan. The Company shall submit any amendment of the Company (the “Board”)Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may amend, modify, suspend,then be listed. No termination, suspension, or terminate the plan for the purposeamendment of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amendedmaterially impair the rights of any Participant under a previously granted Award without the consent of the holders of a majority of the shares of Common Stock then outstanding #Participant’s consent, unless such action is necessary to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee,comply with applicable law or # to extend the period during which awards may be granted under the Plan.stock exchange rules.

Except to the extent prohibited by applicable law or Discontinuance ofotherwise expressly provided in an Award Agreement or in the Plan. ThePlan, the Board of Directors of the Company (the “Board”) may amend, modify,alter, suspend, discontinue or terminate the plan forPlan or any portion thereof at any time as the purpose of meetingBoard shall deem advisable; provided, however, that no such amendment, alteration, suspension, discontinuation or addressing any changes in legal requirementstermination shall be made without # shareholder approval, if such approval is required by applicable law, or for any other purpose permittedrequirement or restriction imposed by law. Subjectapplicable law, or the rules or regulations of the stock market or exchange, if any, on which the Shares are principally quoted or traded or # subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without[Section 5(d)] and [Section 12], the consent of the holdersaffected Participant, if such action would materially adversely affect the rights of a majority of the shares of Common Stock thensuch Participant under any outstanding Award, except # to increase the aggregate number of shares of Common Stock that may be issued underextent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan (except for adjustments pursuantto comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or # to impose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with [Section 14(h)]. Notwithstanding anything to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participationcontrary in the Plan, # to withdraw administration ofthe Committee may amend the Plan from the Committee, or # to extend the period during which awardsin such manner as may be granted undernecessary to enable the Plan.Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules and regulations.

Termination, Suspension or DiscontinuanceAmendment of the Plan. The Board of Directors of the Company (the “Board”) may amend, alter, modify, suspend, discontinue, or terminate the planPlan or any portion thereof at any time, subject to all applicable laws and to the rules and regulations of the SEC and the New York Stock Exchange (or any successor organizations) respecting shareholder approval or other requirements; provided that, without shareholder approval the Board may not # increase the maximum number of Shares available for issuance under the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. SubjectPlan (other than increases due to changes in capitalization referred to in [Section 4(B)] hereof), or # change the lawclass of Employees eligible for Incentive Stock Options. No such amendment, alteration, modification, suspension, discontinuation or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holderstermination shall materially and adversely affect any right acquired by any Participant or beneficiary of a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issuedParticipant under the Plan (except for adjustments pursuant toterms of an Award granted before the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administrationdate of the Plan from the Committee,such amendment, alteration, modification, suspension, discontinuation or # to extend the period during which awards may be granted under the Plan.termination, unless such Participant or beneficiary shall consent.

Authority to Amend or Discontinuance of the Plan.Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to [Section 13] above) shall be made that would materially and adversely affect the rights of Directors ofany Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company (the “Board”) may amend, modify, suspend, or terminate the plan for the purposeshall obtain stockholder approval of meeting or addressing any changesPlan amendment in legal requirements or for any other purpose permitted by law. Subjectsuch a manner and to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders ofsuch a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirementsdegree as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.required.

AMENDMENT OF THE PLAN. The Board of Directors of the Company (the “Board”) may amend, modify, suspend,at any time, or terminate the plan for the purpose of meeting or addressingfrom time to time, amend this Plan in any changes in legal requirements or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amendedrespect, except that, without the consent of the holdersapproval of a majority of the shares of Common Stock of the Company then issued and outstanding and entitled to vote, no amendment shall be made # to increaseincreasing the aggregate number of shares of Common Stock that may be issued under theapproved for this Plan (except for adjustments pursuant to the Plan)(other than as provided in [Section 4]), # to decreaseddecreasing the Option Price,Purchase Price per share, # to materially modifywithdrawing the requirements as to eligibility for participation in the Plan, # to withdraw administration of thethis Plan from the Committee, # changing the designation of the class of employees eligible to receive options under the Plan, or # to extend the period during which awards may bewould render options granted under the Plan.Plan unqualified for special tax treatment under the Code.

Termination or Discontinuance of the Plan.Amendment. The Board of Directors of the Company (the “Board”) may amend, modify, suspend,amend or terminate the plan forPlan in any respect at any time; provided, however, that, after the purposePlan has been approved by the stockholders of meetingthe Company, the Board shall not amend or addressing any changes in legal requirements or for any other purpose permittedterminate the Plan without approval of # the Company’s stockholders to the extent stockholder approval of the amendment is required by law. Subject to changes in theapplicable law or other legalregulations or the requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority ofprincipal exchange or interdealer quotation system on which the shares of Common Stock then outstandingis listed or quoted, if any, and # to increase the aggregate number of shares of Common Stock that may be issuedeach affected Participant if such amendment or termination would adversely affect such Participant’s rights or obligations under the Plan (except for adjustments pursuantany Award granted prior to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administrationdate of the Plan from the Committee,such amendment or # to extend the period during which awards may be granted under the Plan.termination.