Amendment. Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator 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 Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the 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 granted under the Plan after the tenth (10th) anniversary of the Effective Date.

Amendment. Suspension orAmendment and Termination of Plan. Subject to the Plan. Except as otherwise provided infollowing provisions of this Section 12.1,13, the PlanBoard may be wholly or partially amended or otherwise modified, suspended or terminated at any time and in any way amend, suspend or from time to time byterminate the Board. However, without approvalPlan. No amendment of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may,Plan and, except as provided in Section 12.2 hereof, #[Section 1.10], no action by the Board shall, without further approval of the stockholders of the Company, increase the Share Limit, # reduce the price per sharetotal number of any outstanding Option orshares of Stock Appreciation Right grantedwith respect to which awards may be made under the Plan, materially increase the benefits accruing to Participants under the Plan or # cancelmaterially modify the requirements 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 Optionexchange or market system on which the 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, nois listed at the time such amendment is adopted. No amendment, suspension or termination of the Plan shall,shall alter or impair any Stock Option with or without tandem Stock Appreciation Right, Performance Award or share of Restricted Stock previously awarded under the Plan 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 Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the 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 granted under the Plan after the tenth (10th) anniversary of the Effective Date.holder thereof.

Amendment. Suspension or TerminationAmendment and Termination. Subject to the requirements of [subsection (c)], the Plan. Except as otherwise provided in this Section 12.1, the PlanBoard may beat any time wholly or partially amendedamend, alter, suspend or otherwise modified, suspended or terminated at any time or from time to time byterminate the Board.Plan. However, without approval of the Company'Company’s stockholders given within twelve (12) months before or after the action by the Administrator,Board, no action of the AdministratorBoard may, except as provided in Section 12.213 hereof, # increase the Share Limit, # reducelimits imposed in Section 3 hereof on the price per sharemaximum number of any outstanding Option or Stock Appreciation Right grantedShares which may be issued under the Plan,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 terminationextend the term 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 Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii)7 hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.

Amendment. Suspension orAmendment and Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time orThe Committee may, from time to timetime, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the Board. However,rules and regulations of the principal securities market on which the Shares are traded; provided that the Committee may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the Committee may not, without the approval of the Company'Company’s stockholders given within twelve (12) months before or afterstockholders, amend the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof,Plan to # increase the Share Limit,number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to [Section 12.2]), # reduceexpand the types of awards available under the Plan, # materially expand the class of persons eligible to participate in the Plan, # amend any provision of [Section 5.3], [Section 6.2(e)] or [Section 6.2(f)] (regarding changes in the exercise price per shareof Options and Stock Appreciation Rights), # increase the maximum permissible term of any outstandingOption specified by [Section 5.4] or the maximum permissible term of a Stock Appreciation Right specified by [Section 6.2(e), or (f)])] increase the limitations set forth in [Section 10.6 or 10.7]7]. The Committee may not, without the approval of the Company’s stockholders, take any other action with respect to an Option or Stock Appreciation Right grantedthat would be treated as a repricing under the Plan,rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or # cancel anythe grant price of a Stock Appreciation Right or the exchange of an 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,Award. In addition, no amendment, suspensionamendments to, or termination ofof, the Plan shall, withoutshall impair in any material respect the consentrights of the Participant, impair any rights or obligationsa Participant under any Award theretoforepreviously granted without such Participant’s consent except as required to comply with applicable securities laws or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversarySection 409A of the 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 granted under the Plan after the tenth (10th) anniversary of the Effective Date.Code.

Section # Amendment. Suspension or Termination ofThe Board specifically reserves the Plan. Except as otherwise provided in this Section 12.1,right to alter and amend the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time orand from time to time byand the Board. However, without approvalright to revoke or terminate the Plan or to suspend the granting of Awards pursuant to the Company's stockholders given within twelve (12) months beforePlan; provided that no such alteration, amendment, revocation, termination, or after the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share ofsuspension will terminate any outstanding Option or Stock Appreciation RightAward theretofore granted under the Plan, unless there is a liquidation or a dissolution of the Corporation; and provided further that no such alteration or amendment of the Plan 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 set forth in the Plan during which Awards may be granted; or # cancelmake any Optionchanges that require stockholder approval under the rules and regulations of any securities exchange or market on which the 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, nois traded. No alteration, amendment, suspensionrevocation or termination of the Plan shall,or suspension of any Award will materially adversely affect, without the written consent of the Participant, impair any rights or obligations under anyholder of an Award theretofore granted or awarded, unlessunder 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 itself otherwise expressly so provides. The annual increase tocould have expired by its original terms under any circumstances or the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th)10th anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuantoriginal date of grant of the Award, or otherwise cause the Award to become subject to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.409A.

Amendment. Suspension8.1Amendment, Suspension, or Termination ofTermination. The Board, in its sole discretion, may amend or terminate the Plan. Except as otherwise provided in this Section 12.1, the Plan may be whollyPlan, or partially amended or otherwise modified, suspended or terminatedany part thereof, at any time and for any reason; provided, however, that if and to the extent required by law or from time to time bymaintain the Board. However, without approval ofPlan’s compliance with the Company's stockholders given within twelve (12) months before or afterCode, the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per sharerules of any outstandingnational securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval; and further provided, that no amendment shall permit the repricing, replacing or regranting of an Option either in connection with the cancellation of such Option or Stock Appreciation Right granted underby amending an Award Agreement to lower the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violationexercise price of Section 10.6 hereof. Except as provided in Section 12.13 hereof, nosuch Option. The amendment, suspension or termination of the Plan shall,shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversaryafter termination of the 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 granted under the Plan after the tenth (10th) anniversary of the Effective Date.Plan.

Amendment. SuspensionAmendment of Plan. The Board may amend, suspend or Termination of the Plan. Except as otherwise provided in this Section 12.1,terminate the Plan may be wholly or partially amended or otherwise modified, suspended or terminatedany portion thereof at any time; provided that if at any time or from time to time by the Board. However, without approval of the Company'Company’s stockholders given within twelve (12) months beforeis required as to any modification or after the action by the Administrator, no actionamendment under Section 422 of the Administrator may, except as providedCode or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share ofamendment, 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 ofamendment to 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 Share Limit (set forthadopted in [Section 3.1(a)(ii)] hereof)accordance with this Section 10(d) shall terminateapply to, and be binding on the tenth (10th) anniversary of the 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 grantedholders of, all Awards outstanding under the Plan afterat the tenth (10th) anniversarytime the amendment is adopted, provided the Board determines that such amendment does not materially and adversely affect the rights of Participants under the Effective Date.Plan.

Amendment. Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the PlanThe Board may be wholly or partially amended or otherwise modified, suspended or terminated at any time amend, suspend, or from timediscontinue the Plan or alter or amend any or all Awards under the Plan to timethe extent # permitted by law, # permitted by the Board. However, withoutrules of any stock exchange on which the Stock or any other security of the Corporation is listed, and # permitted under applicable provisions of the Securities Act, the Exchange Act (including Rule 16b-3 thereof); provided, however, that if any of the foregoing requires the approval by the stockholders of any such amendment, suspension or discontinuance, then the Board may take such action subject to the approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator 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.stockholders. Except as provided in Section 12.13 hereof,[subsection 7(b)], no such amendment, suspension or termination of the Plan shall, without the consent of the Participant, impairDirector, adversely alter or change any of the rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forthDirector unless such amendment is necessary or appropriate to comply with applicable laws. The Board may in [Section 3.1(a)(ii)its sole and absolute discretion, by written notice to a Director, # limit the period in which an Option may be exercised to a period ending at least three months following the date of such notice, and/or # limit or eliminate the number of shares of Stock subject to Award after a period ending at least three months following the date of such notice. Except as provided in [subsection 8(h)] hereof) shall terminate on the tenth (10th) anniversaryand this Section 12 or as may be necessary or appropriate to comply with applicable laws, no such amendment, suspension, or termination of the 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 toPlan shall, without the contrary, no ISO shall beconsent of the Director, adversely alter or change any of the rights or obligations under any Awards or other rights previously granted the Director under the Plan after the tenth (10th) anniversary of the Effective Date.Plan.

Amendment.Termination, Suspension or TerminationAmendment of the Plan. Except as otherwise provided in this Section 12.1,The Board may amend, alter, modify, suspend, discontinue, or terminate the Plan may be wholly or partially amended or otherwise modified, suspended or terminatedany portion thereof at any time or from timetime, subject to time byall applicable laws and to the Board. However, without approvalrules and regulations of the Company's stockholders given within twelve (12) months beforeSEC and the New York Stock Exchange (or any successor organizations) respecting shareholder approval or afterother requirements; provided that, without shareholder approval the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof,Board may not # increase the Share Limit, # reduce the price per sharemaximum number of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchangeShares available 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 Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the 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 grantedissuance under the Plan after(other than increases due to changes in capitalization referred to in [Section 4(B)] hereof), or # change the tenth (10th) anniversaryclass 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 Effective Date.terms of an Award granted before the date of such amendment, alteration, modification, suspension, discontinuation or termination, unless such Participant or beneficiary shall consent.

Amendment. SuspensionAmendment of Plan. The Board may amend, suspend or Termination of the Plan. Except as otherwise provided in this Section 12.1,terminate the Plan may be wholly or partially amended or otherwise modified, suspended or terminatedany portion thereof at any time; provided that if at any time or from time to time by the Board. However, without approval of the Company'Company’s stockholders given within twelve (12) months beforeis required as to any modification or after the action by the Administrator, no actionamendment under Section 422 of the Administrator may, except as providedCode or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share ofamendment, 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 ofamendment to 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 Share Limit (set forthadopted in [Section 3.1(a)(ii)] hereof)accordance with this Section 11(d) shall terminateapply to, and be binding on the tenth (10th) anniversary of the 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 grantedholders of, all Awards outstanding under the Plan afterat the tenth (10th) anniversarytime the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Effective Date.Plan.