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The Compensation Committee or the Board of Directors shall have the power to amend, modify, suspend or terminate any part of the Plan at any time; provided, however, that any such change to the Plan that is beyond the authority of the Compensation Committee delegated by the Board of Directors shall be subject to the approval of the Board of Directors.

The Compensation Committee or the Board of Directors shall have the power to amend, modify, suspend or terminate any part of the Plan at any time; provided, however, that any such change to the Plan that is beyond the authority of the Compensation Committee delegated by the Board of Directors shall be subject to the approval of the Board of Directors.

The Compensation Committee or the Board of Directors shall have the power to amend, modify, suspend or terminate any part of the Plan at any time; provided, however, that any such change to the Plan that is beyond the authority of the Compensation Committee delegated by the Board of Directors shall be subject to the approval of the Board of Directors.Directors of the Company.

The Board or the Compensation Committee or the Board of Directors shall have the power tomay amend, modify, suspend or terminate the Plan or any partportion of the Plan at any time;time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan; and provided, further, that any such change to the Planamendment that is beyond the authority of the Compensation Committee delegatedrequires shareholder approval may be made only by the BoardBoard. Subject to [Section 17.3], the Committee may amend the terms of Directors shall be subject to the approval of the Board of Directors.any outstanding Award, prospectively or retroactively.

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