Amendments. The Company may amend this Award at any time, provided that the Participant’s consent to any amendment is required to the extent the amendment materially diminishes the rights of the Participant or results in cancellation of the Award. Notwithstanding the foregoing, the Company need not obtain Participant (or other interested party) consent for # the adjustment or cancellation of an Award pursuant to the adjustment provisions of the Plan; # the modification of the Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded; # the modification of the Award to preserve favorable accounting or tax treatment of the Award for the Company; or # the modification of the Award to the extent the Committee determines that such action does not materially and adversely affect the value of an

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.