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Amendment, Modification, and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:

Amendment, Modification,Amendment and Termination.Termination of the Plan. The Board may,may at any time and withterminate, suspend or without prior notice, amend, alter, suspend, or terminateamend the Plan, andPlan. The Company shall submit any amendment of the Committee may,Plan to its shareholders for approval only to the extent permittedrequired by applicable laws or regulations or the Plan, amend the termsrules of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration,securities exchange on which the Shares may then be listed. No termination, suspension, or terminationamendment of the Plan shall be made which,may materially impair the rights of any Participant under a previously granted Award without first obtaining approval of the shareholders of the Company (whereParticipant’s consent, unless such approvalaction is necessary to satisfy # the then-comply with applicable requirements of Rule 16b-3, # any requirements under the Code relating to ISOslaw or for exemption from Section 162(m) of the Code, or # any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:stock exchange rules.

Amendment, Modification,Termination and Termination.Amendment. The Board may,may terminate or amend the Plan or any portion thereof at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may,may amend the Plan to the extent permittedprovided in Section 3, without approval of the stockholders of the Company, unless stockholder approval is required by Rule 16b-3 of the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactivelyExchange Act, applicable stock exchange or prospectively; provided, however, that no suchNASDAQ or other quotation system rules, applicable Code provisions, or other applicable laws or regulations. No amendment, alteration, suspension,termination or terminationmodification of the Plan shall be made which,affect any Award theretofore granted in any material adverse way without first obtaining approvalthe consent of the shareholders of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:recipient.

Amendment, Modification, and Termination. TheSubject to the terms of the Plan, the Board may,may at any time and with or without prior notice,from time to time, alter, amend, alter, suspend,suspend or terminate the Plan, andPlan in whole or in part without the Committee may,approval of the Company's shareholders, except to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtainingBoard determines it is desirable to obtain approval of the shareholders ofCompany's shareholders, to comply with the Company (where such approval is necessary to satisfy #requirements for listing on any exchange where the then-applicable requirements of Rule 16b-3, # any requirements under the Code relating to ISOsCompany's Shares are listed, or for exemption from Section 162(m) ofany other purpose the Code, or # any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:Board deems appropriate.

Amendment, Modification, andSuspension, or Termination. The Board may,and/or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms offor any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no suchreason. The amendment, alteration, suspension,suspension or termination of the Plan shall be made which,will not, without first obtaining approvalthe consent of the shareholdersParticipant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:Plan.

Amendment, Modification, andAmendment or Termination. The Board may,Committee reserves the right, at any time and withtime, without either the consent of, or withoutany prior notice,notification to, any Participant, Eligible Officer or other person, to amend, alter, suspend,suspend or terminate the Plan,Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and for any reason; provided that any such amendment shall be subject to approval by the Committee may,shareholders of the Company to the extent permitted byrequired to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, amendcause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, thatthe end of such period. Notwithstanding the foregoing, no such amendment, alteration, suspension,suspension or termination of the Plan shall be made which, without first obtaining approvalfollowing a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the shareholdersChange in Control, without the consent of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:affected Participant.

Amendment, Modification, and Termination. The Board may,or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may,in such respects as it shall deem advisable; provided, however, that, to the extent permittedrequired by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires shareholder approval may be made only by the Plan,Board. Subject to Section 17.3, the Committee may amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactivelyoutstanding Award, prospectively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:retroactively.

Amendment, Modification, andAmendment or Termination. The Board may,Committee reserves the right, at any time and withtime, without either the consent of, or withoutany prior notice,notification to, any Participant, Eligible Officer or other person, to amend, alter, suspend,suspend or terminate the Plan,Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and for any reason; provided that any such amendment shall be subject to approval by the Committee may,shareholders of the Company to the extent permitted byrequired to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, amendcause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, thatthe end of such period. Notwithstanding the foregoing, no such amendment, alteration, suspension,suspension or termination of the Plan shall be made which, without first obtaining approvalfollowing a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the shareholdersChange in Control, without the consent of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:affected Participant.

Amendment, Modification,Amendment and Termination. TheTermination of Plan. Subject to the following provisions of this Section 13, the Board may,may at any time and with or without prior notice,in any way amend, alter, suspend,suspend or terminate the Plan, andPlan. No amendment of the Committee may, to the extent permittedPlan and, except as provided in [Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the Plan, amendmaterially increase the termsbenefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any Award theretofore granted, including any Award Agreement, in each case, retroactivelyexchange or prospectively; provided, however, that nomarket system on which the Stock is listed at the time such amendment is adopted. No amendment, alteration, suspension,suspension or termination of the Plan shall be made which,alter or impair any Stock Option with or without first obtaining approvaltandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the shareholders of the Company (where such approval is necessary 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 or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:holder thereof.

Amendment, Modification,Amendment and Termination.Modification. The Board may,may at any time and withterminate, suspend, amend or modify the Plan. Any such amendment or modification may be without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may,shareholder approval, except to the extent permittedthat such shareholder approval is required by the Plan, amendCode, pursuant to the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy # the then-applicable requirements of Rule 16b-3, # any requirementsrules under the Code relating to ISOs or for exemption from Section 162(m) of the Code, or # any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would:

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