Section # Amendment and Waiver.

17 Amendment And Waiver 38

Article # TERMINATION; AMENDMENT; WAIVER...................................................................61

SECTION # AMENDMENT AND WAIVER 36

Amendment or Waiver; etc. 130131

ARTICLE # Amendment, Modification and Waiver

Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.

Amendment. This Agreement and, prior to the Closing, each of the Ancillary Agreements, may be amended by the Parties at any time only by execution of an instrument in writing signed on behalf of each of the Parties. The approval of this Agreement by the shareholders of any Party shall not restrict the ability of the board of directors of such Party to terminate this Agreement in accordance with Section 7.1 or to cause such Party to enter into an amendment to this Agreement pursuant to this Section 8.11.

Amendment. The Board may at any time terminate, amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would adversely affect the rights of a Participant under an Award theretofore granted without the Participant’s consent, except such an amendment # made to avoid an expense charge to the Company or an Affiliate under applicable law or regulation, # made to permit the Company or an Affiliate a deduction under the Code, or # made to avoid the violation of Section 409A of the Code. No such amendment or alteration shall be made without the approval of a majority vote of the Company’s shareholders, present in person or by proxy at any special or annual meeting of the shareholders to the extent such approval is required by law, agreement or the rules of any stock exchange or market on which the Stock is listed.

Amendment. No amendment, modification or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized representative of each Party.