Amendment and Termination in General. The Committee may amend, suspend or terminate this Plan at any time; provided that no such amendment, suspension or termination shall adversely affect the amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the acceleration of payment of any benefits to any Participant, beneficiary or other person, except as may be permitted under Section 409A of the Code.

Amendment, Modification, Suspension or Termination. The Company, acting through the Board of Directors (including through the Compensation Committee of the Board) or through the Committee, may amend, modify, suspend or terminate thisthe Plan at any time; providedin whole or in part, except that no such amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts, or adversely affect the amounts in any then-existing account. Further, no amendment, suspension orhis vested interest therein. A termination of thisthe Plan may result inshall not cause the acceleration of paymentpayments under the Plan unless the Committee determines, after consultation with counsel, that the terms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any benefitsother provision of the Plan, the Committee shall have the right and power to adopt any Participant, beneficiaryand all such amendments to the Plan as it shall deem necessary or other person, except as may be permitted underadvisable to ensure compliance with Section 409A ofand the Code.Regulations, including amendments with retroactive effect.

Amendment and Termination in General.Amendment, Modification, Suspension or Termination. The Company, acting through the Board of Directors (including through the Compensation Committee of the Board) or through the Committee, may amend, modify, suspend or terminate thisthe Plan at any time; providedin whole or in part, except that no such amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts or adversely affect his or her right to vest thereunder in accordance with the amountsPlan provisions previously in any then-existing account. Further, no amendment, suspension oreffect. A termination of thisthe Plan may result inshall not cause the acceleration of paymentpayments under the Plan unless the Committee determines, after consultation with counsel, that the terms and conditions of such termination are within exceptions provided by the Regulations to the general [Section 409A] prohibition against acceleration. Notwithstanding any benefitsother provision of the Plan, the Committee shall have the right and power to adopt any Participant, beneficiaryand all such amendments to the Plan as it shall deem necessary or other person, except as may be permitted underadvisable to ensure compliance with Section 409A ofand the Code.Regulations, including amendments with retroactive effect.

Amendment and Termination in General.or Termination. The Committee maymay, at any time, amend, suspendsuspend, or terminate the Plan in whole or in part. Upon termination, no participant will have any right to receive amounts under this Plan at any time; provided that no such amendment, suspension or termination shall adversely affect the amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the acceleration of payment of any benefits to any Participant, beneficiary or other person, except as may be permitted under Section 409A of the Code.Plan.

This Plan may amend, suspendbe amended, suspended or terminate this Planterminated at any time; provided that no such amendment, suspension or termination shall adversely affecttime by the amounts in any then-existing account. Further,Board of Directors of the Company. However, no amendment, suspension or termination of thisthe Plan may result inmay, without the accelerationconsent of paymenta participant, alter or impair any of any benefits to any Participant, beneficiarythe rights previously granted under the Plan. Any amendment or other person, except as may be permitted undertermination shall comply with the restrictions of Section 409A of the Code.Internal Revenue Code ("[Section 409A]") to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.

AMENDMENT AND TERMINATION. The Board or the Committee may at any time amend, suspendsuspend, discontinue or terminate this Plan at any time; providedthe Plan; provided, however, that no such amendment, suspensionsuspension, discontinuance or termination shall adversely affect the amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the acceleration of paymentrights of any benefits toParticipant in respect of any Participant, beneficiary or other person, except as mayPlan Year which has already commenced and no such action shall be permitted under Section 409Aeffective without approval by the stockholders of the Code.Company to the extent necessary to continue to qualify the amounts payable hereunder to Covered Employees as performance-based compensation under [Section 162(m)].

10.1Amendment and Termination in General.Termination. The Company reserves the right at any time by action of the Compensation Committee may amend, suspendto modify, amend or terminate this Plan at any time; providedthe Plan; provided, however, that no such amendment, suspensionamendment or termination of the Plan shall result in a reduction or elimination of a Participant’s Account; and further provided that, except as necessary to comply with [Section 10.3], no such amendment or termination shall adversely affect the amountsresult in any then-existing account. Further, no amendment, suspensionacceleration or termination of this Plan may resultdelay in the acceleration of payment of any benefitsamount due under this Plan except to any Participant, beneficiarythe extent such acceleration or other person, except as may bedelay is permitted under Section 409A of the Code.by [Section 409A].

1.11Amendment and Termination of Plan. The Company reserves the right to modify or to amend this Plan, in General. The Committee may amend, suspendwhole or in part, or to terminate this Plan at any time; providedprovided, however, that no such amendment, suspensionamendment or termination shall adversely# affect a Participant’s interest in amounts previously deferred, or # change the amounts in any then-existing account. Further, no amendment, suspensiontime or terminationform of this Plan may result inpayout with respect to such benefits, except to the acceleration of payment of any benefits to any Participant, beneficiary or other person, except as may beextent permitted under Section 409A of the Code. Notwithstanding the preceding, upon a Plan termination, distributions shall be paid in a single lump sum under circumstances permitted in Treasury Regulation Section 1.409A-3(j)(4)(ix), pertaining to plan terminations and liquidations, including but not limited to the requirement, where applicable, that neither the Company nor any controlled group member establish another account-based deferred compensation plan covering the Participants at any time during the succeeding three (3) calendar years.

Amendment, Modification and Termination in General.of the Plan. The Committee may amend,at any time terminate, suspend or terminate thismodify the Plan at any time; provided that no such amendment, suspension or termination shall adversely affectand the amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the acceleration of paymentterms and provisions of any benefitsBonus to any Participant, beneficiaryParticipant which has not been paid. Amendments are subject to approval of the shareholders of the Company only if such approval is necessary to maintain the Plan in compliance with the requirements of Section 162(m) of the Code, its successor provisions or any other person, except asapplicable law or regulation. No Bonus may be permitted under Section 409Agranted during any suspension of the Code.Plan or after its termination.

Amendment and Termination in General. TheTermination. Notwithstanding [Section 6(a)], the Board or the Committee may at any time amend, suspendsuspend, discontinue or terminate this Plan at any time;the Plan; provided that no such amendment, suspensionsuspension, discontinuance or termination shall adversely affect the amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the acceleration of paymentrights of any benefitsParticipant with respect to any Participant, beneficiary or other person, except as may be permitted under Section 409A of the Code.calendar year that has already commenced.