The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board, unless a Change in Control has previously occurred. If a Change in Control occurs, the Plan shall not be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights of Eligible Employees.

The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board or the Committee; provided that, in connection with or in anticipation of a Change of Control, this Plan may not be terminated or amended in any manner that would adversely affect the rights or potential rights of Participants; provided, further, that following a Change of Control, this Plan shall continue in full force and effect and shall not terminate, expire or be amended until after all Participants who become entitled to any payments hereunder shall have received such payments in full pursuant to [Section 4].

Except as provided in the next sentence, the Board may from time to time terminate the Plan or amend the Plan in whole or in part. The Plan may not be terminated or amended in any manner which would adversely affect the rights or potential rights of Participants, if the action to effect such termination or amendment occurs # after a Change of Control, or # in connection with a Change of Control, unless and to the extent that the Committee determines that such termination or amendment is required by law.

Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. The Plan shall terminate upon the occurrence of a Change in Control and no Awards may be granted following a Change in Control.

The Board of Directors of the Company (or its Compensation Committee) may amend or terminate the Plan at any time; provided that during the 12-month period following a Change of Control, the Plan may not be terminated or amended in a way that would adversely affect an Executive.