AMENDMENT OF THE PLAN. The Board of Directors of the Company may at any time, or from time to time, amend this Plan in any respect, except that, without the approval of a majority of the shares of Stock of the Company then issued and outstanding and entitled to vote, no amendment shall be made # increasing the number of shares approved for this Plan (other than as provided in Section 4), # decreasing the Purchase Price per share, # withdrawing the administration of this Plan from the Committee, # changing the designation of the class of employees eligible to receive options under the Plan, or # which would render options granted under the Plan unqualified for special tax treatment under the Code.

Amendment of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the approval within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require stockholder approval in order for the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the U.S. Code.

Amendment, Modification, Suspension, or Discontinuance of the Plan. The Board of Directors of the Company (the “Board”) may amend, modify, suspend, or terminate the plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.

AMENDMENT OF THE PLAN. The Board of Directors of the Corporation may, subject to any required shareholder approval, suspend, discontinue or terminate the Plan, or revise or amend it in any respect whatsoever with respect to any shares of Stock at that time not subject to options.

The Board may amend this Plan from time to time to the extent that the Board deems necessary or appropriate; provided, however, # no amendment may be made absent the approval of the shareholders of the Company holding a majority in interest in the number of outstanding Shares, if such approval is required under applicable law or the rules of the exchange on which Shares are listed, and # no amendment may be made without the written consent of each Holder if as a result of such change the Holder’s rights would be adversely affected in any material respect (except to the extent that such amendment is necessary to comply with, or to avoid negative consequences under, applicable laws, rules or regulations), and # no amendment may be made to § 8 on or after the date of any Change in Control which might adversely affect in any material respect any rights which otherwise would vest on the related Change Effective Date. The Board also may suspend granting Options under this Plan at any time and may terminate this Plan at any time; provided, however, that the Board will not have the right unilaterally to modify or amend in any material respect or cancel any Option granted before such suspension or termination unless the Holder consents in writing to such modification, amendment or cancellation, except as provided in § 12 of this Plan.