No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

Alteration/Termination. Under the express terms of this Grant Agreement, the Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any RSUs without the consent of the Grantee. Furthermore, if the Company determines in its sole discretion that the Grantee has engaged in conduct that # constitutes a breach of this Grant Agreement, the EIPIA or any other confidentiality, non-solicitation, or non-competition agreement with the Company or any Affiliate, # results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or any Affiliate or # occurred prior to the Grantee’s Termination of Employment and would give rise to a Termination of Employment for Cause (regardless of whether such conduct is discovered before or after the Grantee’s Termination of Employment), any outstanding RSUs shall be cancelled immediately, and any amounts previously conveyed under this Grant Agreement shall be subject to recoupment. In any event, the RSUs provided under this Grant Agreement shall be further subject to the Company’s policy with respect to compensation recoupment, as in effect and amended from time to time. The Grantee agrees that the Company may take any such actions as are necessary to effectuate recoupment or applicable law without further consent or action being required by the Grantee, including issuing instructions to any Third-Party Administrator to # hold the Grantee’s shares of Common Stock and other amounts acquired under the Plan and/or # reconvey, transfer, or otherwise return such shares of Common Stock and other assets to the Company. Also, the RSUs shall be null and void to the extent the grant of the RSUs or the vesting thereof is prohibited under the laws of the country of residence of the Grantee.

Alteration/Termination. The Award will be cancelled if the Grantee's employment with the Company or any of its affiliates terminates before the payment of the Award for any reason other than death, retirement, disability or business disposition. In addition, the Committee shall have the right at any time in its sole discretion to waive any provisions of, or amend, alter, suspend, discontinue or terminate the Award without the consent of the Grantee.

Reasonable Alteration. In the event that a court or other adjudicative body should decline to enforce the provisions of any part of this Section 9, whether because of scope, duration or otherwise, Employee and the Company agree that the provisions shall be modified to restrict Employee’s competition with the Company to the maximum extent enforceable under applicable law.

Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Amendment or Discontinuation of this Plan. The Board of Directors may amend, alter, or discontinue this Plan at any time, provided that no amendment, alteration, or discontinuance may be made:

Amendment. The reference to “1,256,832” shares in [Section 1.1] is hereby amended to “1,240,845”.

Amendment. This Agreement may not be modified, amended, supplemented or terminated except by a written agreement between the Company and the Employee.

Amendment. If, in connection with the adoption of any amendment, the definition of Compensation has been modified, then, except as otherwise provided herein, for Plan Years prior to the Plan Year which includes the adoption date of such amendment , Compensation means compensation determined pursuant to the terms of the Plan then in effect.

Amendment. Except as otherwise provided herein, if, in connection with the adoption of any amendment, the definition of 415

Amendment. Subject to the satisfaction of the conditions set forth in Section 2 below, and in reliance on the representations and warranties contained in Section 3 below, the Credit Agreement is hereby amended as follows:

Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument signed by Sellers and Purchaser.

Amendment. [Section 3(e)] of the Employment Agreement is hereby amended and restated to read as follows:

Amendment. The Committee, in its sole discretion, may hereafter amend the terms of this Award to the fullest extent permitted by Section 13 of the Plan.

Amendment. This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Executive and, on behalf of the Company, by its duly authorized officer.

Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a material adverse effect on your rights with respect to the Restricted Shares or the Performance Award as determined in the discretion of the Administrator, except as otherwise provided in # [Section 8] of this Agreement, # the Plan or # a written document signed by each of the parties hereto.