Amendment, Modification, Suspension, and Termination. Subject to [Section 19.3], the Compensation Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in [Section 4.4] hereof, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendment of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.

Amendment, Modification, Suspension,Modification and Termination. Subject to [Section 19.3],Termination of the CompensationPlan. The Board, the Human Resources Committee may,of the Board or the Governance and Nominating Committee of the Board may at any time and from time to time, alter, amend, modify, suspend,terminate, suspend or terminatemodify the Plan and any Award Agreement in wholePlan, except that the Board or in part; provided, however, that,Committee will not, without the prior approvalauthorization of the Company’s shareholders and exceptof the Company, effect any change (other than through adjustment for changes in capitalization as provided in [Section 4.22]) which will reduce the exercise price of, or reprice, outstanding Options or Stock Appreciation Rights as set forth in [Section 9.6] or [Section 10.4] hereof, Options issued underor otherwise amend the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendment of the Plan shall be made withoutin any manner requiring shareholder approval if shareholder approval is required by law, regulation,law or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable,under the New York Stock Exchange Listed Company Manual.listing requirements.

The Board or the Compensation Committee may,may amend, suspend or terminate the Plan or any portion of the Plan at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part;such respects as it shall deem advisable; provided, however, that, withoutto the prior approval of the Company’s shareholders and except as provided in [Section 4.4] hereof, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendment of the Plan shall be made without shareholder approval if shareholder approval isextent required by applicable law, regulation,regulation or stock exchange rule, including, but not limited to,stockholder approval shall be required for any amendment to the Securities Exchange ActPlan; and provided, further, that any amendment that requires shareholder approval may be made only by the Board. Subject to [Section 17.3], the Committee may amend the terms of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.any outstanding Award, prospectively or retroactively.

8.1Amendment, Suspension, andor Termination. Subject to [Section 19.3],The Board, in its sole discretion, may amend or terminate the Compensation Committee may,Plan, or any part thereof, at any time and from timefor any reason; provided, however, that if and to time, alter, amend, modify, suspend,the extent required by law or terminateto maintain the PlanPlan’s compliance with the Code, the rules of any national securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval; and anyfurther provided, that no amendment shall permit the repricing, replacing or regranting of an Option either in connection with the cancellation of such Option or by amending an Award Agreement in wholeto lower the exercise price of such Option. The amendment, suspension or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in [Section 4.4] hereof, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendmenttermination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be made without shareholder approval if shareholder approval is required by law, regulation,granted during any period of suspension or stock exchange rule, including, but not limited to,after termination of the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.Plan.

Amendment and Termination. Subject to [Section 19.3],Termination of the CompensationPlan. The Committee may, at any time and from time to time, alter, amend, modify, suspend,suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which the Shares are traded; provided that the Committee may not amend the Plan in any Award Agreementmanner that would result in whole or in part; provided, however, that,noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Committee may not, without the prior approval of the Company’s shareholders and except as provided in [Section 4.4] hereof, Options issuedstockholders, amend the Plan to # increase the number of Shares that may be the subject of Awards under the Plan will not be repriced, replaced,(except for adjustments pursuant to [Section 12.2]), # expand the types of awards available under the Plan, # materially expand the class of persons eligible to participate in the Plan, # amend any provision of [Section 5.3], [Section 6.2(e)] or regranted through cancellation,[Section 6.2(f)] (regarding changes in the exercise price of Options and Stock Appreciation Rights), # increase the maximum permissible term of any Option specified by [Section 5.4] or by lowering the Option Pricemaximum permissible term of a previously granted Option,Stock Appreciation Right specified by [[Section 6.2(e), or (f)])]])] increase the limitations set forth in [[Section 10.6 or 10.7]7]]7]. The Committee may not, without the approval of the Company’s stockholders, take any other action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for cash or another Award. In addition, no amendment ofamendments to, or termination of, the Plan shall be madeimpair in any material respect the rights of a Participant under any Award previously granted without shareholder approval if shareholder approval issuch Participant’s consent except as required by law, regulation,to comply with applicable securities laws or stock exchange rule, including, but not limited to,Section 409A of the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.Code.

8.1Amendment, Suspension, andor Termination. Subject to [Section 19.3],The Board, in its sole discretion, may amend or terminate the Compensation Committee may,Plan, or any part thereof, at any time and from timefor any reason; provided, however, that if and to time, alter, amend, modify, suspend,the extent required by law or terminateto maintain the PlanPlan’s compliance with the Code, the rules of any national securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval; and anyfurther provided, that no amendment shall permit the repricing, replacing or regranting of an Option either in connection with the cancellation of such Option or by amending an Award Agreement in wholeto lower the exercise price of such Option. The amendment, suspension or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in [Section 4.4] hereof, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendmenttermination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be made without shareholder approval if shareholder approval is required by law, regulation,granted during any period of suspension or stock exchange rule, including, but not limited to,after termination of the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.Plan.

Amendment, Modification, Suspension, and Termination. Subject to [Section 19.3], the Compensation CommitteeThe Board may, at any time and from time to time,with or without prior notice, amend, alter, amend, modify, suspend, or terminate the PlanPlan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award Agreementtheretofore granted, including any Award Agreement, in wholeeach case, retroactively or in part;prospectively; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in [Section 4.4] hereof, Options issued under the Plan will not be repriced, replaced,that no such amendment, alteration, suspension, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendmenttermination of the Plan shall be made which, without shareholderfirst obtaining approval if shareholderof the shareholders of the Company (where such approval is required bynecessary to satisfy # the then-applicable requirements of Rule 16b-3, # any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, or # any applicable law, regulation,regulation or stock exchange rule, including, but not limited to,rule (including the Securities Exchange Actapplicable regulations and rules of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.SEC and any national securities exchange)), would: