The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, # without the approval of the shareholders of the Company, if such action would (except as is provided in [Section 10] of the Plan), increase the total number of Shares reserved for the purposes of the Plan or increase the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder, or the maximum number of Shares for which Awards may be granted to any Participant, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, # without the approval of the shareholdersstockholders of the Company, if such action would (except as is provided in [Section 10]11] of the Plan), # increase the total number of Shares reserved for the purposes of the Plan or increase the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder, or the maximum number of Shares for which Awards may be granted to any Participant,Participant or # materially modify requirements for participation in the Plan, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or # without the approval of stockholders of the Company # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, # to permit such repricing;[Section 6(a)], relating to the exercise price of stock options, # to [Section 6(b)], relating to the maximum option term of ten years, or # to [Section 7(a)], relating to the maximum Stock Appreciation Right term of ten years for Stock Appreciation Rights that may be settled in Shares; provided, however, that the CommitteeBoard may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

Amendment and Termination of the Plan. The BoardCommittee may, from time to time, 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 rules and regulations of the principal securities market on which the Shares are traded; provided that the Committee may amend, alter or discontinuenot amend the Plan, but no amendment, alteration or discontinuation shall be made, #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 shareholders ofCompany’s stockholders, amend the Company, if such action would (except as is provided in [Section 10] of the Plan),Plan to # increase the total number of Shares reserved forthat may be the purposessubject of Awards under the Plan (except for adjustments pursuant to [Section 12.2]), # expand 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 of Options and Stock Appreciation Rights), # increase the maximum numberpermissible term of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder,any Option specified by [Section 5.4] or the maximum numberpermissible term of Shares for which Awardsa Stock Appreciation Right specified by [[Section 6.2(e), or (f)])]])] increase the limitations set forth in [[Section 10.6 or 10.7]7]]7]. The Committee may be granted to any Participant, #not, without the consentapproval of the Company’s stockholders, take any other action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the 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 the grant price of a Participant, if such action would diminishStock Appreciation Right or the exchange of an Option or Stock Appreciation Right for cash or another Award. In addition, no amendments to, or termination of, the Plan shall impair in any ofmaterial respect the rights of thea Participant under any Award theretoforepreviously granted without such Participant’s consent except as required to such Participant under the Plancomply with applicable securities laws or # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirementsSection 409A of the Code or other applicable laws.Code.

The Board or the Committee may supplement, amend, alteralter, or discontinue the Plan,Plan in its sole discretion at any time and from time to time, but no supplement, amendment, alterationalteration, or discontinuation shall be made,made which would impair the rights of a Participant under an Award theretofore granted without the Participant’s consent, except that any supplement, amendment, alteration, or discontinuation may be made to # avoid a material charge or expense to the Company or an Affiliate, # cause this Plan to comply with applicable law, or # permit the Company or an Affiliate to claim a tax deduction under applicable law. In addition, subject to the provisions of this Section, the Board of Directors, in its sole discretion at any time and from time to time, may supplement, amend, alter, or discontinue this Plan without the approval of the Company’s shareholders so long as any such amendment or alteration does not # expand the types of awards eligible for grants or materially increase benefits accruing to Participants under the Company, if such action would (except as is provided in [Section 10] of the Plan),Plan; # materially increase the total number of Shares reserved for the purposes ofsubject to the Plan or(other than pursuant to [Section 4.04]); # materially increase the maximum number of Options, SARs, Shares of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Other Stock-Based AwardsShares that the Committee may be awarded hereunder, or the maximum number of Shares for which Awards may be grantedaward to any Participant, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to suchan individual Participant under the Plan or #(other than pursuant to [Section 5(b)], relating to4.04]); # materially expand the classes of persons eligible or modify the requirements for participation in the Plan; # delete or materially limit [Sections 6.08 and 7.09]9] of the Plan (prohibiting the repricing of Options or Stock Appreciation Rights,SARs); or # otherwise require approval by the shareholders of the Company in order to permit such repricing; provided, however, thatcomply with applicable law, the terms of a written agreement or the rules of the principal national securities exchange upon which the Shares are traded or quoted. The Committee may amendsupplement, amend, alter, or discontinue the Plan in such mannerterms of any Award theretofore granted, prospectively or retroactively, on the same conditions and limitations (and exceptions to limitations) as it deems necessaryapply to permit the grantingBoard under the foregoing provisions of Awards meetingthis Section, subject to any approval or limitations the requirements of the Code or other applicable laws.Board may impose.

Except to the extent prohibited by applicable law or otherwise expressly provided in an Award Agreement or in the Plan, the Board or the Committee may amend, alteralter, suspend, discontinue or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, # without the approval of the shareholders of the Company, if such action would (except as is provided in [Section 10] of the Plan), increase the total number of Shares reserved for the purposes ofterminate the Plan or increaseany portion thereof at any time as the maximum number of Shares of Restricted StockBoard shall deem advisable; provided, however, that no such amendment, alteration, suspension, discontinuation or Other Stock-Based Awards that maytermination shall be awarded hereunder,made without # shareholder approval, if such approval is required by applicable law, or any other requirement or restriction imposed by applicable law, or the maximum numberrules or regulations of the stock market or exchange, if any, on which the Shares for which Awards may be grantedare principally quoted or traded or # subject to any Participant, # without[Section 5(d)] and [Section 12], the consent of athe affected Participant, if such action would diminish any ofmaterially adversely affect the rights of thesuch Participant under any Award theretofore grantedoutstanding Award, except # to the extent any such Participant underamendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock 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 5(b)14(h)], relating. Notwithstanding anything to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, thatthe contrary in the Plan, the Committee may amend the Plan in such manner as it deemsmay be necessary to permitenable the granting of Awards meeting the requirements of the Code or other applicable laws.Plan to achieve its stated purposes in any jurisdiction in a tax efficient manner and in compliance with local rules and regulations.

The Board or the Committee (if permitted by applicable law), at any time, may amend, supplement, alter or discontinue the Plan, butbut, except as otherwise expressly provided in the Plan (including [Sections 3 and 11]1]), no such amendment, supplement, alteration or discontinuation shall be made, #made which would impair the rights of a Participant under an Award theretofore granted, without the approval ofParticipant’s consent. The Company shall submit to the shareholders of the Company, if such action would (except as is provided in [Section 10] of the Plan), increase the total number of Shares reservedCompany for the purposes oftheir approval any amendments to the Plan which are required to be approved by shareholders by the rules and regulations of any governmental authority or increaseany stock exchange upon which the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder, or the maximum number of Shares for which Awards may be granted to any Participant, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.is then traded.

The Board or the Committee may(if permitted by applicable law) may, at any time, amend, supplement, alter or discontinue the Plan, butbut, except as otherwise expressly provided in the Plan (including [Sections 3 and 12]2]), no such amendment, alteration or discontinuation shall be made, #made which would impair the rights of a Participant under an Award theretofore granted, without the approval ofParticipant’s consent. The Company shall submit to the shareholders of the Company, if such action would (except as is provided in [Section 10] of the Plan), increase the total number of Shares reservedCompany for the purposes oftheir approval any amendments to the Plan or increase the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that maywhich are required to be awarded hereunder,approved by shareholders, either by law or the maximum numberrules and regulations of Shares forany governmental authority or any stock exchange upon which Awards may be granted to any Participant, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.is then traded.

The BoardCommittee may, at any time, amend or the Committee may amend, alter or discontinueterminate the Plan, butprovided that, subject to ​ (relating to certain adjustments to shares) and [Section 6] hereof (relating to immediate vesting upon certain events), no amendment, alterationamendment or discontinuation shalltermination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board. Notwithstanding anything herein to the contrary, no amendment to the Plan may be made, #adopted without the approval of the Company's shareholders of the Company, if such actionthat would (except as is provided in [Section 10] of the Plan),# materially increase the total number of Shares reserved for the purposes of the Plan or increase the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder, or the maximum number of Shares for which Awards may be granted to any Participant, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participantshares available under the Plan (other than an increase solely to reflect a reorganization, stock split, merger, spin-off or similar transaction), # change the types of Awards available under the Plan, # materially expand the class of persons eligible to receive Awards under or otherwise participate in the Plan, # materially extend the term of the Plan, # materially change the method of determining the strike price of options under the Plan, # permit repricing of an Option or SAR, or # to [Section 5(b)], relating to repricingpermit the grant of Optionsan Option or SAR for, or in connection with, the cancellation or surrender of an Option, SAR or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amendAward granted under the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Codehaving a higher option or other applicable laws.exercise price.

The Board or the Committee may amend, altersuspend, or discontinueterminate the Plan, butexcept that no amendment, alteration or discontinuationamendment shall be made, #made that would impair the rights of any Participant under any Option or Restricted Stock theretofore granted without the Participant’s consent, and except that no amendment shall be made which, without the approval of the shareholdersstockholders of the Company, if such action would (except as is provided in [Section 10] of the Plan), increase the total number of Shares reserved for the purposes of the Plan or increase the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder, or the maximum number of Shares for which Awards may be granted to any Participant, # without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.Company would:

The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any shares of Stock as to which Awards have not been made. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company’s shareholders to the extent provided by the Board or required by Applicable Laws (including the rules of any Stock Exchange on which the Stock is then listed), provided that no amendment shall be made to the no-repricing provisions of [Section 3.4] or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, #Option pricing provisions of [Section 8.1] without the approval of the shareholders of the Company, if such action would (except as is provided in [Section 10] of the Plan), increase the total number of Shares reserved for the purposesCompany’s shareholders. No amendment, suspension or termination of the Plan shall impair rights or increaseobligations under any Award theretofore made under the maximum number of Shares of Restricted Stock or Other Stock-Based Awards that may be awarded hereunder, or the maximum number of Shares for which Awards may be granted to any Participant, #Plan without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.Grantee thereof.