Amendment and Termination of Plan. Subject to the following provisions of this Section 13, the Board may at any time and in any way amend, suspend or terminate the Plan. No amendment of the Plan and, except as provided in [Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchange or market system on which the Stock is listed at the time such amendment is adopted. No amendment, suspension or termination of the Plan shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.

Amendment and Termination of the Plan. SubjectThe Board may, from time to the following provisions of this Section 13, the Board may at any time and in any waytime, alter, amend, suspend or terminate the Plan. No amendmentPlan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the Plan and, except as provided in [Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company, increase the total number of shares ofNew York Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, if stockholder approval ofExchange (or such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchange orother principal securities market system on which the Stock is listed atShares are traded) provided that the time such amendment is adopted. No amendment, suspensionBoard may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act. In addition, no amendments to, or termination ofof, the Plan shall alter orin any way impair the rights of a Participant under any Stock Option with orAward previously granted without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.such Participant’s consent.

Amendment and Termination of the Plan. Subject to the following provisions of this Section 13, theThe Board may at any time and in any way amend,terminate, suspend or terminateamend the Plan. NoThe Company shall submit any amendment of the Plan and, except as provided in [Section 1.10], no actionto its shareholders for approval only to the extent required by applicable laws or regulations or the Board shall, without further approvalrules of the stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any securities exchange or market system on which the Stock is listed at the time suchShares may then be listed. No termination, suspension, or amendment is adopted. No amendment, suspension or termination of the Plan shall alter ormay materially impair the rights of any Stock Option with or without tandem Stock Appreciation Right, PerformanceParticipant under a previously granted Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

Amendment and Termination of Plan.Termination. Subject to the following provisionsrequirements of this Section 13,[subsection (c)], the Board may at any time and in any waywholly or partially amend, alter, suspend or terminate the Plan. No amendmentHowever, without approval of the Plan and,Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in [Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company,Section 13 hereof, increase the totallimits imposed in Section 3 hereof on the maximum number of shares of Stock with respect toShares which awards may be made under the Plan, materially increase the benefits accruing to Participantsissued under the Plan or materially modifyextend the requirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchange or market system on which the Stock is listed at the time such amendment is adopted. No amendment, suspension or terminationterm of the Plan shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.Section 7 hereof.

Amendment and Termination of the Plan. SubjectThe Committee may, from time to the following provisions of this Section 13, the Board may at any time and in any waytime, alter, amend, suspend or terminate the Plan. No amendmentPlan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which the Shares are traded; provided that the Committee may not amend the Plan and, except asin any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided in [Section 1.10], no action bythat the Board shall,Committee may not, without furtherthe approval of the stockholdersCompany’s stockholders, amend the Plan to # increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to [Section 12.2]), # expand the types of awards available under the Plan, # materially expand the class of persons eligible to participate in the Plan, # amend any provision of [Section 5.3], [Section 6.2(e)] or [Section 6.2(f)] (regarding changes in the exercise price of Options and Stock Appreciation Rights), # increase the maximum permissible term of any Option specified by [Section 5.4] or the maximum permissible term of a Stock Appreciation Right specified by [Section 6.2(e), or (f)])] increase the limitations set forth in [Section 10.6 or 10.7]7]. The Committee may not, without the approval of the Company, increase the total number of shares of StockCompany’s stockholders, take any other action with respect to which awards mayan Option or Stock Appreciation Right that would be madetreated as a repricing under the Plan, materially increaserules and regulations of the benefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or anyprincipal securities exchange or market system on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock is listed atAppreciation Right or the time such amendment is adopted. No amendment, suspensionexchange of an Option or Stock Appreciation Right for cash or another Award. In addition, no amendments to, or termination ofof, the Plan shall alterimpair in any material respect the rights of a Participant under any Award previously granted without such Participant’s consent except as required to comply with applicable securities laws or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consentSection 409A of the holder thereof.Code.

Termination, Suspension or Amendment and Termination of the Plan. SubjectThe Board may amend, alter, modify, suspend, discontinue, or terminate the Plan or any portion thereof at any time, subject to all applicable laws and to the following provisionsrules and regulations of this Section 13,the SEC and the New York Stock Exchange (or any successor organizations) respecting shareholder approval or other requirements; provided that, without shareholder approval the Board may at any time and in any way amend, suspend or terminate the Plan. No amendment of the Plan and, except as provided in [Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company,not # increase the totalmaximum number of shares of Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to ParticipantsShares available for issuance under the Plan (other than increases due to changes in capitalization referred to in [Section 4(B)] hereof), or # change the class of Employees eligible for Incentive Stock Options. No such amendment, alteration, modification, suspension, discontinuation or termination shall materially modifyand adversely affect any right acquired by any Participant or beneficiary of a Participant under the requirements as to eligibility for participation interms of an Award granted before the Plan, if stockholder approvaldate of such amendment is a condition of Securities and Exchange Commission Rule 16b-3amendment, alteration, modification, suspension, discontinuation or its successor ruletermination, unless such Participant or statute, the Code or any exchange or market system on which the Stock is listed at the time such amendment is adopted. No amendment, suspension or termination of the Planbeneficiary shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.consent.

AmendmentTermination and Termination of Plan. Subject toAmendment. The Board may terminate or amend the following provisions of this Section 13, the Board mayPlan or any portion thereof at any time and in any way amend, suspend or terminate the Plan. No amendment ofCommittee may amend the Plan and, except asto the extent provided in [Section 1.10], no action by the Board shall,Section 3, without further approval of the stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, ifunless stockholder approval of such amendment is a condition of Securities and Exchange Commissionrequired by Rule 16b-3 or its successor rule or statute,of the Code or anyExchange Act, applicable stock exchange or marketNASDAQ or other quotation system on which the Stock is listed at the time such amendment is adopted.rules, applicable Code provisions, or other applicable laws or regulations. No amendment, suspensiontermination or terminationmodification of the Plan shall alter or impairaffect any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plantheretofore granted in any material adverse way without the consent of the holder thereof.recipient.

Amendment and Termination of Plan. Subject to the following provisions of this Section 13, theThe Board may at any time and in any way amend, suspend or terminate the Plan. No amendment ofPlan or any portion thereof at any time; provided that if at any time the Plan and, except as provided in [Section 1.10], no action by the Board shall, without further approval of the Company’s stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirementsis required as to eligibility for participation in the Plan, if stockholder approvalany modification or amendment under Section 422 of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchangesuccessor provision with respect to Incentive Stock Options, the Board may not effect such modification or market systemamendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 10(d) shall apply to, and be binding on which the Stock is listedholders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment is adopted. No amendment, suspension or terminationdoes not materially and adversely affect the rights of the Plan shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awardedParticipants under the Plan without the consent of the holder thereof.Plan.

Amendment and Termination of Plan. Subject to the following provisions of this Section 13, theThe Board may at any time and in any way amend, suspend or terminate the Plan. No amendment ofPlan or any portion thereof at any time; provided that if at any time the Plan and, except as provided in [Section 1.10], no action by the Board shall, without further approval of the Company’s stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirementsis required as to eligibility for participation in the Plan, if stockholder approvalany modification or amendment under Section 422 of such amendment is a condition of Securities and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchangesuccessor provision with respect to Incentive Stock Options, the Board may not effect such modification or market systemamendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding on which the Stock is listedholders of, all Awards outstanding under the Plan at the time suchthe amendment is adopted. Noadopted, provided the Board determines that such amendment, suspension or terminationtaking into account any related action, does not materially and adversely affect the rights of the Plan shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awardedParticipants under the Plan without the consent of the holder thereof.Plan.

Amendment and Termination of Plan. SubjectAuthority to the following provisions of this Section 13, theAmend or Terminate. The Board may at any time and in any way amend, alter, suspend or terminatediscontinue the Plan. No amendment of the Plan and, except as provided in [Section 1.10],Plan, but no action by the Board shall, without further approval of the stockholders of the Company, increase the total number of shares of Stock with respectamendment, alteration, suspension or discontinuation (other than an adjustment pursuant to which awards maySection 13 above) shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the Plan, materially increaseextent necessary and desirable to comply with the benefits accruing to Participants underApplicable Laws, the Plan or materially modify the requirements as to eligibility for participation in the Plan, ifCompany shall obtain stockholder approval of any Plan amendment in such amendment is a condition of Securitiesmanner and Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchange or market system on which the Stock is listed at the timeto such amendment is adopted. No amendment, suspension or termination of the Plan shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.a degree as required.