Amendment. The Committee may at any time and from time to time amend the Plan in any respect. The shareholders of the Company, however, must approve any amendment required under Section 423 of the Code or any applicable listing requirement of any stock exchange on which the Shares are listed.

Amendment of the Plan. The Board may at any time, and from time to time, amend or suspend this Plan or any portion thereof, except that # if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and # in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the Code.

Amendment and Termination. The Board may amend, alter or terminate the Plan at any time; provided, however, that no amendment which would amend or modify the Plan in a manner requiring stockholder approval under Code Section 423 or the requirements of any securities exchange on which the Shares are traded shall be effective unless, within one year after it is adopted by the Board, it is approved by the holders of a majority of the voting power of the Company's outstanding shares. In addition, the Committee (if appointed under Section 3.1) may amend the Plan as provided in [Section 3.3], subject to the conditions set forth therein and in this [Section 11.7].

Section # Amendment. The Board may amend the Plan in whole or in part at any time; provided, however, that, the effectiveness of any such amendment to the Plan shall be contingent on approval of such amendment by the Corporation’s shareholders to the extent provided by the Board or required to comply with applicable laws or the rules or regulations established by any national securities exchange on which the Corporation lists or seeks to list Shares or other securities.