Amendment and Termination. Subject to the requirements of [subsection (c)], the Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13 hereof, increase the limits imposed in 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. Subject toThe 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 [subsection (c)],any securities exchange on which the Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders givenShares are traded shall be effective unless, within twelve (12) months before orone year after the actionit is adopted by the Board, no actionit is approved by the holders of a majority of the Board may, exceptvoting 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 13 hereof, increase[Section 3.3], subject to the limits imposedconditions set forth therein and in 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.this [Section 11.7].

Amendment and Termination.Termination of Plan. Subject to the requirementsfollowing provisions of [subsection (c)],this Section 13, the Board may at any time wholly or partiallyand in any way amend, alter, suspend or terminate the Plan. However, without approvalNo amendment of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may,Plan and, except as provided in Section 13 hereof,[Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company, increase the limits imposed in Section 3 hereof on the maximumtotal number of Sharesshares of Stock with respect to which awards may be issuedmade under the Plan, materially increase the benefits accruing to Participants under the Plan or extendmaterially modify the termrequirements as to eligibility for participation in the Plan, if stockholder approval of such amendment is a condition of Securities and 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 Section 7 hereof.the Plan without the consent of the holder thereof.

AmendmentAmendment, Modification, and Termination. Subject to the requirementsterms of [subsection (c)],the Plan, the Board may at any time wholly or partiallyand from time to time, alter, amend, alter, suspend or terminate the Plan. However,Plan in whole or in part without the approval of the Company’Company's stockholders given within twelve (12) months before or aftershareholders, except to the action byextent the Board, no actionBoard 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 may, except as provided in Section 13 hereof, increase the limits imposed in 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.deems appropriate.

Amendment and Termination. Subject toTermination of the requirements of [subsection (c)], thePlan. The Board may at any time wholly or partially amend, alter,terminate, suspend or terminateamend the Plan. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13 hereof, increase the limits imposed in Section 3 hereof on the maximum number of Shares which may be issued under the Plan or extend the termThe Company shall submit any amendment of the Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under Section 7 hereof.a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

Amendment and Termination. Subject to the requirementsor Termination of [subsection (c)], thethis Plan. The Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13 hereof, increase the limits imposed in Section 3 hereof on the maximum number of Shares which may be issued under the Plan or extend the term of this Plan, except that any such termination cannot affect Options previously granted under this Plan, nor may any amendment make any change in an Option previously granted which would adversely affect the Plan underright of any participant, nor may any amendment be made without approval of the stockholders of the Company obtained in accordance with Section 7 hereof.19 above within twelve (12) months of the adoption of such amendment (or earlier if required by Section 19) if such amendment would:

Amendment and Termination. Subject toAmendment. Suspension or Termination of the requirements of [subsection (c)],Plan. Except as otherwise provided in this Section 12.1, the BoardPlan may be wholly or partially amended or otherwise modified, suspended or terminated at any time wholly or partially amend, alter, suspend or terminatefrom time to time by the Plan.Board. However, without approval of the Company’Company's stockholders given within twelve (12) months before or after the action by the Board,Administrator, no action of the BoardAdministrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the limits imposedShare Limit (set forth in Section 3 hereof[Section 3.1(a)(ii)] hereof) shall terminate on the maximum numbertenth (10th) anniversary of Shares which maythe Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be issuedgranted under the Plan or extendafter the termtenth (10th) anniversary of the Plan under Section 7 hereof.Effective Date.

Amendment and Termination. SubjectAmendments to the requirements of [subsection (c)], thePlan. The Board may at any time wholly or partially amend, alter, suspendsuspend, discontinue or terminate the Plan. However, withoutPlan at any time; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, prior approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13 hereof, increase the limits imposed in Section 3 hereof on the maximum number of Shares which mayCompany shall be issued underrequired for any amendment to the Plan or extend the term of the Plan under Section 7 hereof.that:

Amendment and Termination. SubjectAuthority to the requirements of [subsection (c)], theAmend or Terminate. The Board may at any time wholly or partially amend, alter, suspend or terminatediscontinue the Plan. However,Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, exceptany Plan amendment in such a manner and to such a degree as provided in Section 13 hereof, increase the limits imposed in 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.required.

Termination, Suspension or Amendment of the Plan. The Board may amend, alter, modify, suspend, discontinue, or terminate the Plan or any portion thereof at any time, subject to all applicable laws and Termination. Subject to the requirementsrules and regulations of [subsection (c)],the SEC and the New York Stock Exchange (or any successor organizations) respecting shareholder approval or other requirements; provided that, without shareholder approval the Board may at any time wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13 hereof,not # increase the limits imposed in Section 3 hereof on the maximum number of Shares which may be issuedavailable for issuance under the Plan (other than increases due to changes in capitalization referred to in [Section 4(B)] hereof), or extend# change the termclass of Employees eligible for Incentive Stock Options. No such amendment, alteration, modification, suspension, discontinuation or termination shall materially and adversely affect any right acquired by any Participant or beneficiary of a Participant under the Plan under Section 7 hereof.terms of an Award granted before the date of such amendment, alteration, modification, suspension, discontinuation or termination, unless such Participant or beneficiary shall consent.