The Board may, subject to regulatory approval, amend or discontinue the Plan at any time, provided, however, that no such amendment may materially and adversely affect any option rights previously granted to an Optionee under the Plan without the written consent of the Optionee or other person then entitled to exercise such Option, except to the extent required by law or by the regulations, rules, by-laws or policies of any regulatory authority or stock exchange. However, any amendment of this Plan that would # increase or decrease the number of Shares that may be issued pursuant to Options granted under this Plan or # modify the requirements as to eligibility for participation in this Plan, shall be effective only if such amendment is approved by the shareholders of the Company within twelve months before or after the date on which such amendment is adopted by the Board and, if required, is also approved by any securities and stock exchange regulatory authorities having

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.

The Board may at any time, and from time to time, modify or amend in any respect or terminate the Plan. If shareholder approval is not obtained within twelve months after any amendment increasing the number of shares authorized under the Plan or changing the class of persons eligible to receive Options under the Plan, no Options granted pursuant to such amendments shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be issued pursuant to such amendments thereafter.

The Board may amend or terminate the Plan from time to time; provided, however, that with respect to any amendment that # increases the aggregate number of shares of Common Stock that may be issued under the Plan, # changes the class of employees eligible to receive Incentive Stock Options or # stockholder approval is required by the terms of any applicable law, regulation, or rule, including, without limitation, any rule of the New York Stock Exchange, or any national securities exchange or automated quotation system on which the Common Stock is publicly traded or quoted, each such amendment shall be subject to the approval of the stockholders of the Company within twelve (12) months of the date such amendment is adopted by the Board. Except as specifically permitted by a provision of the Plan, the applicable Option agreement or Stock Award agreement, or as required to comply with applicable law, regulation or rule, no amendment to the Plan or an Option or Stock Award agreement shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option, and any amendment that is required to comply with the rules applicable to Incentive Stock Options, shall not be treated as adversely affecting the rights of the Participant.

The Board may at any time amend, suspend, or discontinue the Plan or alter or amend any or all Awards under the Plan to the extent # permitted by law, # permitted by the rules of any stock exchange on which the Stock or any other security of the Corporation is listed, and # permitted under applicable provisions of the Securities Act, the Exchange Act (including Rule 16b-3 thereof); provided, however, that if any of the foregoing requires the approval by the stockholders of any such amendment, suspension or discontinuance, then the Board may take such action subject to the approval of the stockholders. Except as provided in [subsection 7(b)], no such amendment, suspension or termination of the Plan shall, without the consent of the Director, adversely alter or change any of the rights or obligations under any Award granted to the Director unless such amendment is necessary or appropriate to comply with applicable laws. The Board may in its sole and absolute discretion, by written notice to a Director, # limit the period in which an Option may be exercised to a period ending at least three months following the date of such notice, and/or # limit or eliminate the number of shares of Stock subject to Award after a period ending at least three months following the date of such notice. Except as provided in [subsection 8(h)] and this Section 12 or as may be necessary or appropriate to comply with applicable laws, no such amendment, suspension, or termination of the Plan shall, without the consent of the Director, adversely alter or change any of the rights or obligations under any Awards or other rights previously granted the Director under the Plan.

The Board of Directors may amend, alter, suspend or discontinue the Plan, but no amendment, alteration or discontinuation shall be made that would impair the rights of any optionee under any option theretofore granted, without the optionee’s consent, or which, without the approval of the shareholders, would, except as is provided in Paragraph 6 of the Plan: