Amendment and Modification. The Board may at any time terminate, suspend, amend or modify the Plan. Any such amendment or modification may be without shareholder approval, except to the extent that such shareholder approval is required by the Code, pursuant to the rules under

AmendmentAmendment, Modification, and Modification. TheTermination. Subject to the terms of the Plan, the Board may at any time terminate, suspend, amendand from time to time, alter, amend, suspend or modifyterminate the Plan. Any such amendmentPlan in whole or modification may bein part without shareholder approval,the approval of the Company's shareholders, except to the extent that such shareholderthe Board determines it is desirable to obtain approval is required byof the Code, pursuantCompany's shareholders, to comply with the rules under requirements for listing on any exchange where the Company's Shares are listed, or for any other purpose the Board deems appropriate.

Termination, Amendment and Modification. TheAt any time and from time to time, the Board may at any time terminate, suspend, amendamend, or modify the Plan. Any suchSuch amendment or modification may be without shareholder approval,approval except to the extent that such shareholder approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations.

Amendment and Modification.AMENDMENT, MODIFICATION AND TERMINATION. The Board may at any time terminate, suspend, amendand from time to time alter, amend, suspend or modifyterminate the Plan. Any such amendmentPlan in whole or modification may be without shareholder approval, except to the extent that such shareholder approval is required by the Code, pursuant to the rules underin part.

Amendment and Modification.of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time terminate, suspend, amendtime, subject to such stockholder approval as the Board determines to be necessary or modify the Plan. Any such amendmentadvisable to comply with any tax or modification may be without shareholder approval, except to the extent that such shareholder approval is required by the Code, pursuant to the rules under regulatory requirement.

Amendment and Modification.Termination of the Plan. The Board may at any time terminate, suspend,suspend or amend or modify the Plan. Any suchThe Company shall submit any amendment or modification may be without shareholder approval, exceptof the Plan to its shareholders for approval only to the extent that such shareholder approval is required by the Code, pursuant toapplicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

Amendment and Modification. TheSECTION # TERMINATION AND AMENDMENT: Subject to the approval of the Board where required, the Committee may at any time terminate,and from time to time alter, amend, suspend, amend or modifyterminate the Plan. Any such amendmentPlan in whole or modification mayin part; provided, however, that no action shall be without shareholder approval, except to the extent that such shareholder approval is requiredtaken by the Code, pursuant toBoard or the rules underCommittee without the approval of shareholders that would:

Amendment and Modification.of the Plan. The Board may at any time, and from time terminate, suspend,to time, amend or modifysuspend this Plan or any portion thereof, except that # if the Plan. Anyapproval of any such amendment or modification may be without shareholder approval, except toby the extent that such shareholder approvalshareholders of the Company is required by Section 423 of the Code, pursuantsuch amendment shall not be effected without such approval, and # in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the rules under Code.

Amendment and Modification.Termination. The Board may amend, alter or terminate the Plan at any time terminate, suspend,time; provided, however, that no amendment which would amend or modify the Plan. Any such amendmentPlan in a manner requiring stockholder approval under Code Section 423 or modificationthe requirements of any securities exchange on which the Shares are traded shall be effective unless, within one year after it is adopted by the Board, it is approved by the holders of a majority of the voting power of the Company's outstanding shares. In addition, the Committee (if appointed under Section 3.1) may be without shareholder approval, exceptamend the Plan as provided in [Section 3.3], subject to the extent that such shareholder approval is required by the Code, pursuant to the rules underconditions set forth therein and in this [Section 11.7].

Amendment and Modification.Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time terminate, suspend, amendtime; provided, however, that, notwithstanding any other provision of the Plan or modifyany Award Agreement, prior approval of the Plan. Any suchstockholders of the Company shall be required for any amendment or modification may be without shareholder approval, except to the extent that such shareholder approval is required by the Code, pursuant to the rules under Plan that: