AMENDMENT AND TERMINATION. The Committee may alter, amend, discontinue, suspend or terminate the Plan or any portion thereof at any time, including any alteration, discontinuance, suspension or termination necessary to comply with any tax, securities or regulatory law or requirement or any applicable listing requirement with which the Committee intends the Plan to comply; provided, however, no such alteration, discontinuance, suspension or termination shall be made without shareholder approval if such amendment constitutes a “material amendment.” For purposes of the Plan, a “material amendment” shall mean an amendment that # materially increases the benefits accruing to Optionees in the Plan, # materially increases the number of securities that may be issued under the Plan, # materially modifies the requirements for participation in the Plan or # is otherwise deemed a material amendment by the Committee pursuant to any applicable law, regulation or rule, applicable accounting or listing standards.

The Compensation Committee may amend, suspend or terminate the Profit Improvement Bonus Plan or any portion thereof at any time. The Profit Improvement Bonus Plan shall remain in effect until terminated.

Amendment and Termination. The Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Grantee, without such Grantee’s consent, under any Award theretofore granted under the Plan.

The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was granted. Any amendments to the Plan will be conditioned upon equity holder approval only to the extent, if any, such approval is required by law (including the Code), as determined by the Administrator.

Amendment and Termination. The Committee may at any time amend, alter, suspend or terminate the Plan.

The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.

Amendment and Termination. Subject to the applicable requirements of Section 409A of the Code, the Board or the Compensation Committee may, at any time, and in its discretion, amend, suspend, or terminate the Plan or any portion thereof; provided, however, that no such amendment, suspension, or termination shall, without the consent of a Participant, reduce the amounts credited to his or her Accounts at the date of the amendment, suspension or termination. Without limiting the foregoing, the Board or Compensation Committee may amend the Plan to limit the amount of Company Contributions that will be made to the Plan prospectively.

Termination and Amendment. This Policy, including any exhibits attached hereto, may be amended or terminated, and any provision thereof may be modified or waived, for one or more Participants at any time by the Committee in its sole discretion, in any case, so long as such amendment, termination or modification does not affect any benefits to which a Participant is entitled pursuant to a termination of employment or resignation occurring prior to the date such amendment, termination or modification becomes effective. Notwithstanding the foregoing, this Policy may not be amended in any manner that is adverse to a Participant without such Participant’s prior written consent at any time during the two (2) year period immediately following a Change in Control.