Amendment and Termination. At any time and from time to time, the Board or the Disinterested Committee may 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 (other than Performance Shares or Performance Units) that adversely affects in any material way any Award previously granted under the Plan shall be made without the written consent of the Participant 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 applicable law may be made by the Company without the consent of any Participant.

Amendment andor Termination. AtThe Committee reserves the right, at any time and from timetime, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to time, the Boardamend, suspend or the Disinterested Committee may 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 (other than Performance SharesOpportunity granted thereunder, in whole or Performance Units)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 affectsaffect in anya material way any Award previously granted underOpportunity that was outstanding on the Plan shall be made without the written consentdate of the Participant holding such Award; provided, however, that any such modification made for the purpose of complying with Section 409A of the Code or due to changesChange in applicable law may be made by the CompanyControl, without the consent of anythe affected Participant.

Amendment andor Termination. AtThe Committee reserves the right, at any time and from timetime, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to time, the Boardamend, suspend or the Disinterested Committee may 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 (other than Performance SharesOpportunity granted thereunder, in whole or Performance Units)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 affectsaffect in anya material way any Award previously granted underOpportunity that was outstanding on the Plan shall be made without the written consentdate of the Participant holding such Award; provided, however, that any such modification made for the purpose of complying with Section 409A of the Code or due to changesChange in applicable law may be made by the CompanyControl, without the consent of anythe affected Participant.

Amendment and Termination. At any time and from time to time,Except as otherwise provided in the Plan, the Board or the Disinterested Committee may 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 (other than Performance SharesAgreement at any time; provided, however, that no amendment or Performance Units) that adversely affects in any material way any Award previously granted under the Plantermination shall be made without the written consentapproval of the Participant holding such Award; provided, however,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 the number of Shares that any such modification made formay be issued under the purposePlan as a result of complying with Section 409A[Section 2.4] of the CodePlan); (c) the amendment materially modifies the requirements as to eligibility for participation in the Plan; or due to changes in(d) such approval is required by any applicable law may be made by the Company without the consent of any Participant.law, regulation, or stock exchange rule.

Amendment and Termination. AtAmendment. The Board may at any time and from time to time,terminate, amend, alter, or discontinue the BoardPlan, but no amendment, alteration or discontinuation shall be made which would adversely affect the Disinterested Committee may amend or terminate the Plan. The Board, the Disinterested Committee, or the Non-Insider Committee (subject to Section 3.01) may amendrights of a Participant under an Award in wholetheretofore granted without the Participant’s consent, except such an amendment # made to avoid an expense charge to the Company or in part. Notwithstandingan Affiliate under applicable law or regulation, # made to permit the foregoing, no termination, amendment,Company or modificationan Affiliate a deduction under the Code, or # made to avoid the violation of Section 409A of the PlanCode. No such amendment or any Award (other than Performance Shares or Performance Units) that adversely affects in any material way any Award previously granted under the Planalteration shall be made without the written consentapproval of a majority vote of the Participant holding such Award; provided, however, thatCompany’s shareholders, present in person or by proxy at any such modification made for the purpose of complying with Section 409Aspecial or annual meeting of the Codeshareholders to the extent such approval is required by law, agreement or due to changes in applicable law may be made by the Company without the consentrules of any Participant.stock exchange or market on which the Stock is listed.

Amendment and Termination. AtThe Board or the Compensation Committee of the Board may at any time and from time to time, the Board or the Disinterested Committee may amendtime modify, alter, amend, suspend, discontinue or terminate this Plan, except that no modification, alteration, amendment, suspension, discontinuation or termination may materially impair the Plan. The Board, the Disinterested Committee, or the Non-Insider Committee (subject to Section 3.01) may amend anrights of a Participant under any Individual Target Award in whole or in part. Notwithstanding the foregoing, no termination, amendment, or modification of the Plan or any Award (other than Performance Shares or Performance Units) that adversely affects in any material way any Award previouslytheretofore granted under the Plan shall be made without the written consent of the Participant holding such Award; provided, however, that any such modificationParticipant’s consent, except for an amendment made for the purpose of complyingto comply with Section 409A of the Codeapplicable law, stock exchange rules or due to changes in applicable law may be made by the Company without the consent of any Participant.accounting rules.

Amendment and Termination. At any time and from time to time, the Board or the Disinterested Committee may amend or terminateTermination of the Plan. The Board,Board may at any time terminate, suspend or amend 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 modificationPlan. The 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 Award (other than Performancesecurities exchange on which the Shares may then be listed. No termination, suspension, or Performance Units) that adversely affects inamendment of the Plan may materially impair the rights of any material way any AwardParticipant under a previously granted under the Plan shall be madeAward without the written consent of the Participant holdingParticipant’s consent, unless such Award; provided, however, that any such modification made for the purpose of complyingaction is necessary to comply with Section 409A of the Code or due to changes in applicable law may be made by the Company without the consent of any Participant.or stock exchange rules.

Amendment andor Termination. AtThe Committee reserves the right, at any time and from timetime, without either the consent of, or any prior notification to, any Participant, Eligible Officer or other person, to time, the Board or the Disinterested Committee may amendamend, suspend or terminate the Plan. The Board, the Disinterested Committee,this Plan or the Non-Insider Committee (subject to Section 3.01) may amend anany Award Opportunity granted thereunder, in whole or in part.part, in any manner, and for any reason; provided that any such amendment shall not, after the end of the 90-day period described in Section 3 of this 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 termination, amendment, suspension or modificationtermination of this Plan following a Change in Control (as defined in the Plan or any Award (other than Performance Shares or Performance Units) thatStock Incentive Plan) may adversely affectsaffect in anya material way any Award previously granted underOpportunity that was outstanding on the Plan shall be made without the written consentdate of the Participant holding such Award; provided, however, that any such modification made for the purpose of complying with Section 409A of the Code or due to changesChange in applicable law may be made by the CompanyControl, without the consent of anythe affected Participant.

AmendmentExcept to the extent prohibited by applicable law and Termination. At any time and from time to time,unless otherwise expressly provided in an Award Agreement or in the Plan, the Board or the Disinterested Committee may amendamend, alter, suspend, discontinue, 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 (other than Performance Sharesportion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or Performance Units) that adversely affects in any material way any Award previously granted under the Plantermination shall be made without # shareholder approval # if the writteneffect thereof is to increase the number of Shares available for issuance under the Plan or to expand the class of persons eligible to participate in the Plan or # if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply or # the consent of the affected Participant, if such action would adversely affect the rights of such Participant holdingunder any outstanding Award. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such Award; provided, however,manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations. In all events, no termination or amendment shall be made in a manner that any such modification made foris inconsistent with the purpose of complying withrequirements under Code Section 409A of the Code or due to changes in applicable law may be made by the Company without the consent of any Participant.allow for tax deferral.

AmendmentExcept to the extent prohibited by applicable law and Termination. At any time and from time to time,unless otherwise expressly provided in an Award Agreement or in the Plan, the Board or the Disinterested Committee may amendamend, alter, suspend, discontinue, 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 (other than Performance Sharesportion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or Performance Units) that adversely affects in any material way any Award previously granted under the Plantermination shall be made without # shareholder approval # if the writteneffect thereof is to increase the number of Shares available for issuance under the Plan or to expand the class of persons eligible to participate in the Plan or # if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply or # the consent of the affected Participant, if such action would adversely affect the rights of such Participant holdingunder any outstanding Award. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such Award; provided, however,manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations. In all events, no termination or amendment shall be made in a manner that any such modification made foris inconsistent with the purpose of complying withrequirements under Code Section 409A of the Code or due to changes in applicable law may be made by the Company without the consent of any Participant.allow for tax deferral.