A claim for benefits under the Plan will be handled as follows:

Subject to applicable laws, rules and regulations, the Board of Directors or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such action shall be effective without approval by the shareholders of the Company to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-based compensation under [Section 162(m)], or applicable rules of a stock exchange on which the Company’s shares are traded.

ARTICLE # DEFINITIONS.

Termination Date Amendment. Upon execution of this Agreement by the requisite [[Extending Lenders:Organization]] under [Section 9.05] of the Existing Credit Agreement, with effect from and including the date hereof, # [Section 1.01] of the Existing Credit Agreement is amended by amending the definition of “Termination Date” by replacing “December 31, 2020” in clause (i) thereof with “January 27, 2021,” and # [Section 2.08(d)(ii)] of the Existing Credit Agreement is amended by adding the words “up to” immediately prior to “one year after the Current Termination Date.”

Amendment or Termination. HP reserves the right to amend or terminate the Plan when, in the sole discretion of HP, such amendment or termination is advisable, pursuant to a resolution or other action taken by the Committee.

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.

Amendment and Termination. At any time and from time to time, the Board or the Disinterested Committee may amend or terminate the Plan. The Board, the Disinterested Committee, or the Non-Insider Committee (subject to Section 3.01) may amend an Award in whole or in part. Notwithstanding the foregoing, no termination, amendment, or modification of the Plan or any Award (other than Performance Shares or Performance Units) that adversely affects in any material way any Award previously granted under the Plan shall be made without the written consent of the Participant holding such Award; provided, however, that any such modification made for the purpose of complying with Section 409A of the Code or due to changes in applicable law may be made by the Company without the consent of any Participant.

Amendment and Termination. This Agreement may be amended or terminated by mutual written agreement between the Company and Executive; provided, however, that any such amendment or termination shall comply with Section 409A of the Code. Notwithstanding the foregoing, at such time as Executive becomes one hundred percent (100%) vested in benefits under both the Pension Plan or the Pension SERP, the Company shall no longer have any obligations under this Agreement and this Agreement shall terminate. In such case, no benefits shall be payable from or under this Agreement.

The Board or Committee shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects, except for those persons ineligible to participate. However, no such amendment or modification shall adversely affect the rights and obligations with respect to unvested stock issuances at the time outstanding under the Plan unless the Participant consents to such amendment or modification. In addition, certain amendments may require stockholder approval pursuant to applicable laws and regulations.

AMENDMENT OF THE PLAN. The Board may from time to time, with respect to any Shares at the time not subject to Grants, suspend or discontinue the Plan or revise or amend it in any respect whatsoever. The Board may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Grantee with respect to Grants previously granted unless such amendments are in connection with compliance with applicable laws; provided, however, that the Board may not make any amendment in the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with any requirement of applicable law or regulation, or of any applicable exchange or similar rule, unless and until the approval of the holders of such Common Stock is obtained.