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].

Amendment and Termination. TheSubject to the requirements of [subsection (c)], the Board may at any time wholly or partially amend, alteralter, suspend or terminate the Plan at any time; provided, however, that no amendment which would amendPlan. However, without approval of the Company’s stockholders given within twelve (12) months before or modifyafter 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 adoptedaction by the Board, it is approved by the holders of a majorityno action of the voting power of the Company's outstanding shares. In addition, the Committee (if appointed under Section 3.1) may amend the PlanBoard may, except as provided in [Section 3.3], subject toSection 13 hereof, increase the conditions set forth therein andlimits imposed in this [Section 11.7]. Section 3 hereof on the maximum number of Shares which may be issued under the Plan or extend the term of the Plan under Section 7 hereof.

Amendment and Termination. TheTermination of Plan. Subject to the following provisions of this Section 13, the Board may at any time and in any way amend, altersuspend or terminate the Plan at any time; provided, however, that noPlan. No amendment which would amend or modifyof 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 Planand, except as provided in [Section 3.3]1.10], subjectno action by the Board shall, without further approval of the stockholders of the Company, increase the total number of shares of Stock with respect to which awards may be made under the conditions set forth thereinPlan, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and in this [Section 11.7]. Exchange Commission Rule 16b-3 or its successor rule or statute, the Code or any exchange or market system on which the Stock is listed at the time such amendment is adopted. No amendment, suspension or termination of the Plan shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan without the consent of the holder thereof.

AmendmentAmendment, Modification, and Termination. TheSubject to the terms of the Plan, the Board may at any time and from time to time, alter, amend, altersuspend or terminate the Plan at any time; provided, however, that no amendment which would amendin whole or modifyin part without 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], subjectshareholders, except to the conditions set forth therein and in this [Section 11.7]. extent the Board determines it is desirable to obtain approval of the Company's shareholders, to comply with the requirements for listing on any exchange where the Company's Shares are listed, or for any other purpose the Board deems appropriate.

AmendmentTermination and Termination.Amendment. The Board may amend, alterterminate or terminateamend the Plan or any portion thereof at any time; provided, however, that no amendment which would amend or modifytime and 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 asto the extent provided in [Section 3.3], subject toSection 3, without approval of the conditions set forth therein andstockholders of the Company, unless stockholder approval is required by Rule 16b-3 of the Exchange Act, applicable stock exchange or NASDAQ or other quotation system rules, applicable Code provisions, or other applicable laws or regulations. No amendment, termination or modification of the Plan shall affect any Award theretofore granted in this [Section 11.7]. any material adverse way without the consent of the recipient.

Amendment and Termination.of Plan. The Board may amend, altersuspend or terminate the Plan or any portion thereof at any time; provided, however,provided that noif at any time the approval of the Company’s stockholders is required as to any modification or amendment which would amendunder Section 422 of the Code or modifyany successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in a manner requiring stockholder approval under Codeaccordance with this Section 423 or the requirements of any securities exchange11(d) shall apply to, and be binding 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'sof, all Awards outstanding shares. In addition, the Committee (if appointed under Section 3.1) may amend the Plan asat the time the amendment is adopted, provided in [Section 3.3], subject to the conditions set forth thereinBoard determines that such amendment, taking into account any related action, does not materially and in this [Section 11.7]. adversely affect the rights of Participants under the Plan.

AmendmentAmendment, Modification and Termination.Termination of the Plan. The Board, the Human Resources Committee of the Board or the Governance and Nominating Committee of the Board may amend, alter or terminate the Plan at any time; provided, however, that no amendment which would amendtime terminate, suspend or modify the Plan in a manner requiring stockholder approval under Code Section 423Plan, except that the Board 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 majorityCommittee will not, without authorization of the voting powershareholders of the Company'sCompany, effect any change (other than through adjustment for changes in capitalization as provided in Section 22) which will reduce the exercise price of, or reprice, outstanding shares. In addition, the Committee (if appointed underOptions or Stock Appreciation Rights as set forth in Section 3.1) may9.6 or Section 10.4 or otherwise amend the Plan as provided in [Section 3.3], subject toany manner requiring shareholder approval by law or under the conditions set forth therein and in this [Section 11.7]. New York Stock Exchange listing requirements.

Amendment and Termination.Termination of the Plan. The Board may amend, alterat any time terminate, suspend or terminateamend the Plan. The Company shall submit any amendment of the Plan at any time; provided, however, that no amendment which would amendto its shareholders for approval only to the extent required by applicable laws or modify the Plan in a manner requiring stockholder approval under Code Section 423regulations or the requirementsrules of any securities exchange on which the Shares are traded shallmay then be effective unless, within one year after it is adopted by the Board, it is approved by the holders of a majoritylisted. No termination, suspension, or amendment of the voting powerPlan may materially impair the rights of any Participant under a previously granted Award without the Company'Participant’s outstanding shares. In addition, the Committee (if appointed under Section 3.1) may amend the Plan as provided in [Section 3.3], subjectconsent, unless such action is necessary to the conditions set forth therein and in this [Section 11.7]. comply with applicable law or stock exchange rules.

AmendmentSECTION # TERMINATION AND AMENDMENT: Subject to the approval of the Board where required, the Committee may at any time and Termination. The Board mayfrom time to time alter, amend, altersuspend, or terminate the Plan at any time;in whole or in part; provided, however, that no amendment which would amend or modifyaction shall be taken by the Plan in a manner requiring stockholder approval under Code Section 423Board or the requirementsCommittee without the approval 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]. shareholders that would:

Amendment and Termination. TheExcept as otherwise provided in the Plan, the Board or the Committee may amend, alteramend or terminate the Plan or any Award Agreement at any time; provided, however, that no amendment which would amend or modifytermination shall be made without the approval of the Company’s shareholders to the extent that: (a) the amendment materially increases the benefits accruing to Participants under the Plan; (b) the amendment increases the aggregate number of Shares authorized for grant under the Plan (excluding an increase in a manner requiring stockholder approvalthe number of Shares that may be issued 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 provideda result of [Section 2.4] of the Plan); (c) the amendment materially modifies the requirements as to eligibility for participation in [Section 3.3], subject to the conditions set forth therein and in this [Section 11.7]. Plan; or (d) such approval is required by any applicable law, regulation, or stock exchange rule.