Unless earlier terminated pursuant to Section 12(c), if a Change of Control has not occurred, this Plan shall expire three (3) years from the Effective Date; provided that upon each anniversary of the Effective Date (each such anniversary, a “Renewal Date”), the Plan shall be automatically extended for an additional year, unless the Company determines not to so extend the Plan pursuant to a resolution adopted by the Board prior to the Renewal Date.

Unless earlier terminated pursuant to Section 12(c), if a Change of Control has not occurred, this Plan shall expire three (3) years from the Effective Date; provided that upon-- such date (such date and each annual anniversary ofthereof, the Effective Date (each such anniversary, a “Renewal Date”), unless previously terminated, the PlanChange in Control Period shall be automatically extended for an additional year, unless the Company determines notso as to so extend the Plan pursuant to a resolution adopted by the Boardterminate three years from such Renewal Date, unless, at least 60 days prior to the Renewal Date. Date, the Company shall give notice to the Executive that the Change in Control Period shall not be so extended.