Amendment or Termination. The Board may amend or terminate this Plan; provided, that this Plan may not be terminated or amended in a manner adverse to Participants prior to the third anniversary of the date on which notice of such amendment or termination is provided to the Participants or during the two-year period following a Change in Control.

Amendment orand Termination. The Board may amend or terminate this Plan; provided, that thisSubject to the following sentence, the Plan may be amended from time to time in any respect by the Committee or the Board; provided, however, that any amendment that would adversely affect the rights or potential rights of Participants shall not be terminatedeffective for at least 12 months after the date of the Committee’s or amendedthe Board’s action; and, provided further, in the event that a manner adverse to Participants priorChange in Control occurs within 12 months following an amendment to the third anniversaryPlan that would adversely affect the rights or potential rights of Participants, the date on which noticeamendment will not be effective. In anticipation of such amendment or termination is provided to the Participantsin connection with or during the two-year periodwithin three years following a Change in Control.Control, the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee), a decrease in the Participant’s Tier Level or any other reduction in payments or benefits shall be deemed to be an amendment of the Plan which adversely affects the rights of the Participant.

Amendment orand Termination. The Board may amendat any time amend, alter, suspend or terminate this Plan; provided, that thisthe Plan. The Plan shall terminate upon the occurrence of a Change in Control and no Awards may not be terminated or amended in a manner adverse to Participants prior to the third anniversary of the date on which notice of such amendment or termination is provided to the Participants or during the two-year periodgranted following a Change in Control.

Amendment or Termination. TheExcept as provided in the next sentence, the Board may from time to time terminate the Plan or amend the Plan in whole or terminate this Plan; provided, that thisin part. The Plan may not be terminated or amended in any manner which would adversely affect the rights or potential rights of Participants, if the action to effect such termination or amendment occurs # after a manner adverse to Participants priorChange of Control, or # in connection with a Change of Control, unless and to the third anniversary ofextent that the date on which notice ofCommittee determines that such termination or amendment or termination is provided to the Participants or during the two-year period following a Change in Control.required by law.

Amendment orAmendment; Termination. The Board maymay, without the consent of the Participants under the Plan, at any time terminate the Plan entirely, and at any time or from time to time amend or terminate this Plan; provided,modify the Plan, provided that this Plan may not be terminated or amended in a manner adverse to Participants prior tono such action shall adversely affect any Award previously granted without the third anniversary of the date on which notice of such amendment or termination is provided to the Participants or during the two-year period following a Change in Control.Participant’s consent.

Amendment or Termination.Termination of this Plan. The Board may amendat any time amend, terminate or terminateextend the term of this Plan; provided,Plan, except that any such termination cannot affect Options previously granted under this PlanPlan, nor may notany amendment make any change in an Option previously granted which would adversely affect the right of any participant, nor may any amendment be terminated or amended in a manner adverse to Participants prior to the third anniversarymade without approval of the date on which noticestockholders of the Company obtained in accordance with Section 19 above within twelve (12) months of the adoption of such amendment or termination is provided to the Participants or during the two-year period following a Change in Control.(or earlier if required by Section 19) if such amendment would:

Amendment orand Termination. The Board may at any time, or from time to time, amend or terminate thisthe Plan; provided, however, that this Plan may not be terminated or amended in a manner adverse to Participants prior to the third anniversary of the date on which notice ofno such amendment or termination shall reduce Plan benefits which accrued prior to such amendment or termination without the prior written consent of each person entitled to receive benefits under the Plan who is adversely affected by such action; and, provided further, that the Plan shall not be amended more frequently than once every six months, other than to comply with changes in the ParticipantsInternal Revenue Code, the Employee Retirement Income Security Act, or during the two-year period following a Change in Control.rules promulgated thereunder.

SECTION # Amendment and Termination. (a) The Company shall have the right at any time, in its discretion, to amend the Plan, in whole or Termination. The Board may amendin part, or to terminate this Plan; provided, that this Plan may not be terminated or amended in a manner adverse to Participants prior to the third anniversaryPlan, by resolution of the date on which noticeBoard or Committee or delegate thereof, except that no amendment or termination shall impair or abridge the obligations of the Company to any Participant or the rights of any Participant under the Plan without the express written consent of the affected Participant with respect to any termination of employment that occurred before such amendment or termination is provided totermination. In addition, in no event shall the ParticipantsPlan be amended or terminated # during the two-year period of 24 months following a Change in Control.Control (the “Protection Period”), or # to the extent that it is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control, in each case without the express written consent of the affected Participant. Notwithstanding the foregoing , except with respect to a termination of employment that occurs during the Protection Period, the Company shall have the right to terminate the Plan at any time following the Protection Period.