Termination, Suspension or Amendment of Awards. Subject to the restrictions of Section 6(B) hereof, the Committee may waive any conditions or rights under, amend any terms of, or modify, alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, modification, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary; provided, however, that it shall be conclusively presumed that any adjustment for changes in capitalization as provided in Section 4 hereof does not materially and adversely affect any such rights.

Amendments to Awards. Subject to the restrictionsterms and provisions and within the limitations of [Section 6(B)] hereof,the Plan, the Committee may waive any conditions or rights under, amend any terms of,of or modify, alter, suspend, discontinue, cancel or terminate, any outstanding Award theretofore granted, prospectivelyon either a prospective or retroactively;retroactive basis; provided that any such waiver, amendment, modification, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant or anyother holder or beneficiary of anyan outstanding Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder,Participant or beneficiary; provided, however, that it shall be conclusively presumed that any adjustment for changes in capitalization as provided in [Section 4] hereof does not materially and adversely affect any such rights.holder.

Termination, Suspension or Amendment of Awards. Subject to the restrictions of Section 6(B) hereof,contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or modify, alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, modification, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participantthe Grantee or any holder or beneficiary of anythe Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder,Grantee, holder or beneficiary; provided, however, that it shall be conclusively presumed that any adjustment for changes in capitalization as provided in Section 4 hereof does not materially and adversely affect any such rights.beneficiary affected.

Termination, Suspension or Amendment of Awards. Subject to the restrictions of Section 6(B) hereof, theThe Committee may waive any conditions or rights under, amend any terms of, or modify,amend, alter, suspend, discontinue, canceldiscontinue or terminate,terminate any Award theretofore granted, prospectively or retroactively; provided thatretroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to [Section 5(d)] and [Section 12], no such waiver, amendment, modification, alteration, suspension, discontinuance, cancellation or termination that wouldaction shall materially and adversely affect the rights of any affected Participant or any holder or beneficiary ofBeneficiary under any Award theretofore granted shall notunder the Plan, except # to thatthe extent be effective without the consent of the affected Participant, holder, or beneficiary; provided, however, that it shall be conclusively presumed that any adjustment for changes in capitalization as provided in Section 4 hereof does not materially and adversely affect any such rights.action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or # to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with [Section 14(h)].