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. TheExcept to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time terminate, amend, alter,time; provided, however, that no such amendment, alteration, suspension, discontinuation or discontinue the Plan, but no amendment, alteration or discontinuationtermination shall be made without # shareholder approval # if the effect 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 asuch Participant under an Award theretofore granted without the Participant’s consent, except such an amendment # made to avoid an expense chargeany outstanding Award. Notwithstanding anything to the Companycontrary herein, the Committee may amend the Plan in such 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 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 withoutin a manner that is inconsistent with 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 shareholdersrequirements under Code Section 409A 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. allow for tax deferral.

Amendment. TheExcept to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time terminate, amend, alter,time; provided, however, that no such amendment, alteration, suspension, discontinuation or discontinue the Plan, but no amendment, alteration or discontinuationtermination shall be made without # shareholder approval # if the effect 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 asuch Participant under an Award theretofore granted without the Participant’s consent, except such an amendment # made to avoid an expense chargeany outstanding Award. Notwithstanding anything to the Companycontrary herein, the Committee may amend the Plan in such 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 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 withoutin a manner that is inconsistent with 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 shareholdersrequirements under Code Section 409A 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. allow for tax deferral.

Amendment. The Board mayor the Committee (if permitted by applicable law), at any time terminate,time, may amend, alter,supplement, alter or discontinue the Plan, butbut, except as otherwise expressly provided in the Plan (including Sections 3 and 11), no such amendment, supplement, alteration or discontinuation shall be made which would adversely affectimpair the rights of a Participant under an Award theretofore grantedgranted, without the Participant’s consent, except such an amendment # made to avoid an expense chargeconsent. The Company shall submit to the Company or an Affiliate under applicable law or regulation, # made to permitshareholders of 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 thefor their approval of a majority vote of the Company’s shareholders, present in person or by proxy at any special or annual meeting of the shareholdersamendments to the extent such approval isPlan which are required to be approved by law, agreement orshareholders by the rules and regulations of any governmental authority or any stock exchange or market onupon which the Stock is listed. then traded.

Amendment. The Board mayor the Committee (if permitted by applicable law) may, at any time terminate,time, amend, alter,supplement, alter or discontinue the Plan, butbut, except as otherwise expressly provided in the Plan (including Sections 3 and 12), no such amendment, alteration or discontinuation shall be made which would adversely affectimpair the rights of a Participant under an Award theretofore grantedgranted, without the Participant’s consent, except such an amendment # made to avoid an expense chargeconsent. The Company shall submit to the Company or an Affiliate under applicable law or regulation, # made to permitshareholders of 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 thefor their approval of a majority vote of the Company’s shareholders, present in person or by proxy at any special or annual meeting of the shareholdersamendments to the extent such approval isPlan which are required to be approved by law, agreementshareholders, either by law or the rules and regulations of any governmental authority or any stock exchange or market onupon which the Stock is listed. then traded.

Amendment.Authority to Amend or Terminate. The Board may at any time terminate, amend, alter, suspend or discontinue the Plan, but no amendment, alterationalteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made whichthat would materially and adversely affect the rights of aany Participant under an Award theretofore grantedany outstanding Award, without the Participant’s consent, except such an amendment # made to avoid an expense charge to the Companyhis 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 shareholdersher consent. In addition, to the extent suchnecessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval is required by law, agreement or the rules of any stock exchange or market on which the Stock is listed. Plan amendment in such a manner and to such a degree as required.

Amendment. TheExcept to the extent prohibited by applicable law or otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time terminate, amend, alter,as the Board shall deem advisable; provided, however, that no such amendment, alteration, suspension, discontinuation or discontinue the Plan, but no amendment, alteration or discontinuationtermination shall be made without # shareholder approval, if such approval is required by applicable law, or any other requirement or restriction imposed by applicable law, or the rules or regulations of the stock market or exchange, if any, on which the Shares are principally quoted or traded or # subject to [Section 5(d)] and [Section 12], the consent of the affected Participant, if such action would materially adversely affect the rights of asuch Participant under an Award theretofore granted without the Participant’s consent,any outstanding Award, 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 any such approvalamendment, alteration, suspension, discontinuance or termination is required bymade to cause the Plan to comply with applicable law, agreementstock market or exchange rules and regulations or accounting or tax rules and regulations or # to impose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with [Section 14(h)]. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules of any stock exchange or market on which the Stock is listed. and regulations.

Amendment.Right to Amend or Terminate the Plan. The Board of Directors may amend or terminate the Plan at any time terminate, amend, alter, or discontinueand from time to time. Rights and obligations under any Award granted before amendment of the Plan, but noPlan shall not be materially impaired by such amendment, alteration or discontinuationexcept with consent of the Participant. An amendment of the Plan 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 # madesubject 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 shareholdersstockholders only to the extent such approval is required by law, agreementapplicable laws, regulations or the rules of any stock exchange or market on which the Stock is listed. rules.

Amendment.Amendment and Termination of the Plan. The Board may at any time terminate, amend, alter,suspend or discontinueamend the Plan, but no amendment, alteration or discontinuationPlan. The Company shall be made which would adversely affect the rights of a Participant under an Award theretofore granted without the Participant’s consent, except such ansubmit any 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 thePlan to its shareholders for approval of a majority vote of the Company’s shareholders, present in person or by proxy at any special or annual meeting of the shareholdersonly to the extent such approval is required by law, agreementapplicable laws or regulations or the rules of any stocksecurities exchange or market on which the StockShares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is listed. necessary to comply with applicable law or stock exchange rules.

Amendment.Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time terminate, amend, alter,time; provided, however, that, notwithstanding any other provision of the Plan or discontinueany Award Agreement, prior approval of the Plan, but no amendment, alteration or discontinuationstockholders of the Company shall be made which would adversely affect the rights of a Participant under an Award theretofore granted without the Participant’s consent, except such anrequired for any 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. Plan that: