The Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination shall affect options previously granted, provided that an Offering Period may be terminated by the Board if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 hereof and this Section 20, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant without the consent of such participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain stockholder approval of any amendment in such a manner and to such a degree as required.

Amendment and Termination. The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article IX. Each Participating Employer may also terminate its participation in the Plan.

Amendment or Termination. The Board may amend, modify, or terminate the Plan at any time in its sole discretion; provided, however, that # any such amendment, modification or termination made prior to a Sale Event that reduces or eliminates a Covered Employee’s severance benefits under the Plan shall be unanimously approved by the Company’s Board of Directors, including the Chief Executive Officer, and each Covered Employee shall receive at least eighteen (18) months’ notice of such amendment, modification or termination; # no such amendment, modification or termination may affect the rights of a Covered Employee then already receiving payments or benefits under the Plan without the consent of such person; and # no such amendment, modification or termination made after a Sale Event shall be effective for at least twenty-four (24) months following the Sale Event. The Board intends to review the Plan at least annually.

The Board may at any time terminate or amend the Plan. Except as provided in paragraph 17, no such termination may affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the rights of any participant provided that an Offering Period may be terminated by the Board on an Exercise Date or by the Board’s setting a new Exercise Date with respect to an Offering Period then in progress if the Board determines that termination of the Offering Period is in the best interests of the Company and the shareholders or if continuation of the Offering Period would cause the Company to incur adverse accounting charges in the generally-accepted accounting rules applicable to the Plan. In addition, to the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any applicable law or regulation), the Company shall obtain shareholder approval in such a manner and to such a degree as so required.

The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time the Award was granted. Any amendments to the Plan will be conditioned upon equity holder approval only to the extent, if any, such approval is required by law (including the Code), as determined by the Administrator.

Amendment and Termination. The Committee may at any time amend, alter, suspend or terminate the Plan.

The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan.

The Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without stockholder approval if it would # materially increase the number of shares available under the Plan; # materially expand the types of awards available under the Plan; # materially expand the class of individuals eligible to participate in the Plan; # materially extend the term of the Plan; # materially change the method of determining the exercise price of an Award; # delete or limit the prohibition against repricing contained in [Section 4(d)] hereof; or # otherwise require