unless such Participant expressly consents in writing to such amendment, suspension, or termination.

Amendment, Suspension, or Termination. The Board and/or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, 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 Plan.

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 the Plan in whole or in part, except that no 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 Plan provisions previously in effect. A termination of the Plan shall not cause the acceleration of payments 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 other provision of the Plan, the Committee shall have the right and power to adopt any and all such amendments to the Plan as it shall deem necessary or advisable to ensure compliance with Section 409A and the Regulations, including amendments with retroactive effect.

Amendment, Modification, Suspension, and Termination. Subject to Section 19.3, the Compensation Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in Section 4.4 hereof, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendment of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.

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.

Section # Amendment, Suspension and Termination.

Section #Termination, Suspension or Amendment

Suspension or Termination of Sales. Consistent with standard market settlement practices, the Company or the Selling Stockholder, on the one hand, or the Agent, on the other hand, may, upon notice to the other party hereto in writing (including via email) or by telephone (confirmed promptly by verifiable email), suspend any sale of Shares; provided that if any of the representations and warranties of the Company contained in Section 2(a)(ii) are not true and correct as of a Representation Date, the Company will provide notice to the other party hereto in writing (including via email) or by telephone (confirmed promptly by verifiable email) to suspend any sale of Shares; provided, however, that # such suspension and termination shall not affect or impair any party’s obligations with respect to any Shares placed or sold hereunder prior to the receipt of such notice; # if the Company or the Selling Stockholder suspends or terminates any sale of Shares after the Agent confirms such sale to the Selling Stockholder, the Agent shall still be obligated to comply with Section 3(b)(iv) with respect to such Shares; and # if the Selling Stockholder defaults in its obligation to deliver Shares on a Settlement Date, the Selling Stockholder agrees that it will hold the Agent harmless against any loss, claim, damage or expense (including, without limitation, penalties, interest and reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Selling Stockholder. The parties hereto acknowledge and agree that, in performing its obligations under this Agreement, the Agent may borrow Common Shares from stock lenders in the event that the Selling Stockholder has not delivered Shares to settle sales as required by subsection # above, and may use the Shares to settle or close out such borrowings. The Company and the Selling Stockholder agree that no notice of suspension delivered by the Company or the Selling Stockholder pursuant to this Section 3(b)(vi) shall be effective against the Agent unless it is made to the persons identified in writing by the Agent pursuant to Section 3(b)(i). While a suspension is in effect, any obligation with respect to the delivery of consents, certificates, opinions, or comfort letters to the Agent shall be deemed waived.

Suspension or Termination of Sales. Consistent with standard market settlement practices, the Selling Stockholder or the Forward Purchaser may, upon notice to the other party hereto in writing or by telephone (confirmed promptly by verifiable email), suspend any sale of Forward Hedge Shares under a previously delivered Forward Placement Notice; provided, however, that nothing herein shall affect or impair the Selling Stockholder’s obligations with respect to any Forward Hedge Shares sold hereunder prior to such suspension (including the obligation to enter into the resulting Forward Contract with respect to the number of Forward Hedge Share already sold).

Force Majeure, Suspension and Termination. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of (or if loss of Product is caused by) natural disaster, actions or decrees of governmental bodies or communications line failure not the fault of the affected party (hereinafter referred to as a "Force Majeure Event"), the party who has been so affected immediately shall give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, this Agreement shall immediately be suspended. If the period of nonperformance exceeds fifteen (15) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may by giving written notice terminate this Agreement. However, delays in delivery due to Force Majeure Events shall automatically extend the delivery date for a period equal to the duration of such events; any warranty period affected by a Force Majeure Event shall likewise be extended for a period equal to the duration of such event.