This Plan is subject to the rules of the stock exchange or exchange facility through which the Common Shares may at any time be traded (the "Rules"). To the extent that any provision of this Plan conflicts with any Rule, such Rule shall govern and this Plan shall be deemed to be amended to be consistent therewith.

Amendment and Discontinuance. The Board may from time to time amend, suspend or discontinue the Plan. Subject to [Section 18], without the written consent of a Participant, no amendment or suspension of the Plan shall alter or impair any Award previously granted to a Participant under the Plan.

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

Amendment, Modification, Suspension, or Discontinuance of the Plan. The Board of Directors of the Company (the “Board”) may amend, modify, suspend, or terminate the plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding # to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), # to decreased the Option Price, # to materially modify the requirements as to eligibility for participation in the Plan, # to withdraw administration of the Plan from the Committee, or # to extend the period during which awards may be granted under the Plan.

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:

Discontinuance of Service. This Agreement does not give you a right to continued service with the Company or Affiliate, and the Company or any such Affiliate may terminate your service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.

Amendment. This Warrant (other than [Section 2(f)]) may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

Amendment. This Agreement may be amended by a subsequent writing signed by each of the parties.

Amendment. This Agreement may be amended only in writing and only if such writing is signed by the Executive and by the CEO.

Amendment. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties with such writings specifically referencing this Agreement.

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

Amendment. This Agreement may not be amended other than by written instrument executed by you and the Company.

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

Amendment. Subject to the terms of the Plan, the Committee may modify this Notice upon written notice to Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Notice to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Notice shall adversely affect Grantee’s rights under this Notice without Grantee’s consent unless the Committee determines, in good faith, that such amendment is required for the Notice to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.

Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Optionee’s material rights under this Agreement without the Optionee’s consent.

Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Grantee.