Amendment or Termination. The Committee reserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspend or terminate the Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and for any reason; provided that any such amendment shall be subject to approval by the shareholders of the Company to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.

Amendment or Termination. The Committee reserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspend or terminate the Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and for any reason; provided that any such amendment shall be subject to approval by the shareholders of the Company to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.

Amendment or Termination. The Committee reserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspend or terminate thethis Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and for any reason; provided that any such amendment shall be subject to approval by the shareholders of the Company to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of thethis Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of thethis Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.

Amendment and Termination. At any time and from time to time, the Board or Termination. Thethe Disinterested Committee reserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspendmay amend or terminate the Plan. The Board, the Disinterested Committee, or the Non-Insider Committee (subject to Section 3.01) may amend an Award in whole or in part. Notwithstanding the foregoing, no termination, amendment, or modification of the Plan or any Award Opportunity granted thereunder,(other than Performance Shares or Performance Units) that adversely affects in whole or in part, in any manner, and for any reason; provided that any such amendment shall be subject to approval by the shareholders of the Company to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding onpreviously granted under the datePlan shall be made without the written consent of the ChangeParticipant holding such Award; provided, however, that any such modification made for the purpose of complying with Section 409A of the Code or due to changes in Control,applicable law may be made by the Company without the consent of the affectedany Participant.

Amendment or Termination.Section # Amendment. The CommitteeBoard specifically reserves the right,right to alter and amend the Plan at any time, without eithertime and from time to time and the consent of, or any prior notification to, any Participant, Eligible Officer or other person,right to amend, suspendrevoke or terminate the Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, and for any reason;to suspend the granting of Awards pursuant to the Plan; provided that no such alteration, amendment, revocation, termination, or suspension will terminate any such amendment shall be subject to approval byoutstanding Award theretofore granted under the shareholdersPlan, unless there is a liquidation or a dissolution of the Company to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable),Corporation; and provided further that anyno such alteration or amendment shall not, after the end of the 90-dayPlan will, without prior stockholder approval # increase the total number of shares of Stock that may be issued or delivered under the Plan; # make any changes in the class of Eligible Individuals; # extend the period describedset forth in Section 3the Plan during which Awards may be granted; or # make any changes that require stockholder approval under the rules and regulations of any securities exchange or market on which the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, noStock is traded. No alteration, amendment, suspensionrevocation or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material wayor suspension of any Award Opportunity that was outstanding onwill materially adversely affect, without the date of the Change in Control, without thewritten consent of the affected Participant.holder of an Award theretofore granted under the Plan, the rights of such holder with respect to such Award. The Committee may not amend any Award to extend the exercise period beyond a date that is later than the earlier of the latest date upon which the Award could have expired by its original terms under any circumstances or the 10th anniversary of the original date of grant of the Award, or otherwise cause the Award to become subject to Section 409A.

Amendment or Termination.and Termination of the Plan. The Committee reserves the right,Board may at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend,time terminate, suspend or terminateamend the Plan. The Company shall submit any amendment of the Plan or any Award Opportunity granted thereunder, in whole or in part, in any manner, andto its shareholders for any reason; provided that any such amendment shall be subject to approval by the shareholders of the Companyonly to the extent required to satisfyby applicable laws or regulations or the requirementsrules of Section 162(m) ofany securities exchange on which the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any suchShares may then be listed. No termination, suspension, or amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan followingmay materially impair the rights of any Participant under a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way anypreviously granted Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

AmendmentAmendment, Suspension, or Termination. The Committee reservesBoard and/or the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspendCommittee, in its sole discretion, may amend or terminate the PlanPlan, or any Award Opportunity granted thereunder, in whole or in part, inpart thereof, at any manner,time and for any reason; provided that any such amendment shall be subject to approval by the shareholders of the Company to the extent required to satisfy the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, noreason. The amendment, suspension or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the Change in Control,will not, without the consent of the affectedParticipant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

Amendment orAmendment, Modification, and Termination. The Committee reserves the right,Board may, at any time,time and with or without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, tonotice, amend, suspendalter, suspend, or terminate the Plan orPlan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award Opportunity granted thereunder,theretofore granted, including any Award Agreement, in wholeeach case, retroactively or in part, in any manner, and for any reason; providedprospectively; provided, however, that anyno such amendmentamendment, alteration, suspension, or termination of the Plan shall be subject tomade which, without first obtaining approval byof the shareholders of the Company to the extent required(where such approval is necessary to satisfy # the then-applicable requirements of Rule 16b-3, # any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the CodeCode, or # any applicable law, regulation or rule (including the applicable regulations and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the endrules of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material waySEC and any Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.national securities exchange)), would:

AmendmentExcept as otherwise provided in the Plan, the Board or Termination. Thethe Committee reserves the right, at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend, suspendmay amend or terminate the Plan or any Award Opportunity granted thereunder, in wholeAgreement at any time; provided, however, that no amendment or in part, in any manner, and for any reason; provided that any such amendmenttermination shall be subject tomade without the approval by the shareholders of the CompanyCompany’s shareholders to the extent requiredthat: (a) the amendment materially increases the benefits accruing to satisfyParticipants under the Plan; (b) the amendment increases the aggregate number of Shares authorized for grant under the Plan (excluding an increase in the number of Shares that may be issued under the Plan as a result of [Section 2.4] of the Plan); (c) the amendment materially modifies the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further that any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunityas to be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan following a Change in Control (as definedeligibility for participation in the Stock Incentive Plan) may adversely affect in a material wayPlan; or (d) such approval is required by any Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.applicable law, regulation, or stock exchange rule.

Amendment or Termination.Amendment, Modification and Termination of the Plan. The Committee reserves the right,may at any time, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to amend,time terminate, suspend or terminatemodify the Plan orand the terms and provisions of any Award Opportunity granted thereunder, in whole or in part, inBonus to any manner, and for any reason; provided that any such amendment shall beParticipant which has not been paid. Amendments are subject to approval byof the shareholders of the Company only if such approval is necessary to maintain the extent required to satisfyPlan in compliance with the requirements of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder (as applicable), and provided further thatCode, its successor provisions or any such amendment shall not, after the end of the 90-day period described in Section 3 of the Plan, cause the amount payable under an Award Opportunity toother applicable law or regulation. No Bonus may be increased as compared to the amount that would have been paid in accordance with the terms established as of the end of such period. Notwithstanding the foregoing, no amendment,granted during any suspension or termination of the Plan following a Change in Control (as defined in the Stock Incentive Plan) may adversely affect in a material way any Award Opportunity that was outstanding on the date of the Change in Control, without the consent of the affected Participant.or after its termination.