Amendments to Awards. Subject to the terms and provisions and within the limitations of the Plan, the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any outstanding Award on either a prospective or retroactive basis; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of any Participant or other holder of an outstanding Award shall not be effective without the consent of the affected Participant or holder.

Amendments to Awards. Subject to the terms and provisions and within the limitations ofrestrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms ofof, or alter, suspend, discontinue, cancel or terminate, any outstanding Award on either a prospectiveterminate the Award, prospectively or retroactive basis;retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any Participantholder or other holderbeneficiary of an outstandingthe Award shall not to that extent be effective without the consent of the affected ParticipantGrantee, holder or holder.beneficiary affected.

Amendments to Awards. Subject to the terms and provisions and within the limitations of the Plan, the Committee may waive any conditions of or rights under, amendof the Company under any terms ofoutstanding Award, prospectively or retroactively. Except as otherwise provided in the Plan, the Committee may amend, alter, suspend, discontinue, canceldiscontinue or terminate,terminate any outstanding Award, prospectively or retroactively, but no such action may adversely affect the rights of the holder of such Award on eitherwithout the consent of the Participant or holder or beneficiary thereof. The Company intends that Awards under the Plan shall satisfy the requirements of [Section 409A] to avoid any adverse tax results thereunder, and the Committee shall administer and interpret the Plan and all Award Agreements in a prospectivemanner consistent with that intent. If any provision of the Plan or retroactive basis; providedan Award Agreement would result in adverse tax consequences under Section 409A, the Committee may amend that provision (or take any such waiver, amendment, alteration, suspension, discontinuance, cancellationother action reasonably necessary) to avoid any adverse tax results and no action taken to comply with Section 409A shall be deemed to impair or termination that wouldotherwise adversely affect the rights of any Participant or other holder of an outstanding Award shall not be effective without the consent of the affected Participant or holder.beneficiary thereof.

Amendments toTermination, Suspension or Amendment of Awards. Subject to the terms and provisions and within the limitationsrestrictions of the Plan,Section 6(B) hereof, the Committee may waive any conditions or rights under, amend any terms ofof, or modify, alter, suspend, discontinue, cancel or terminate, any outstanding Award on either a prospectivetheretofore granted, prospectively or retroactive basis;retroactively; provided that any such waiver, amendment, modification, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant or otherany holder or beneficiary of an outstandingany Award theretofore granted shall not to that extent be effective without the consent of the affected ParticipantParticipant, holder, or holder.beneficiary; provided, however, that it shall be conclusively presumed that any adjustment for changes in capitalization as provided in Section 4 hereof does not materially and adversely affect any such rights.

Amendments to Awards. Subject to the terms and provisions and within the limitations of the Plan, theThe Committee may waive any conditions or rights under, amend any terms ofof, or amend, alter, suspend, discontinue, canceldiscontinue or terminate,terminate any outstanding Award on either a prospectivetheretofore granted, prospectively or retroactive basis; provided thatretroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to [Section 5(d)] and [Section 12], no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that wouldaction shall materially adversely affect the rights of any Participant or other holder of an outstanding Award shall not be effective without the consent of the affected Participant or holder.holder or Beneficiary under any Award theretofore granted under the Plan, except # to the extent any such action 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” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with [Section 14(h)].

Amendments to Awards. SubjectChanges to the termsPlan and provisions and withinAwards. The Board may amend, alter, suspend, discontinue or terminate the limitationsPlan, or the Committee’s authority to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject to the approval of the Plan,Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, amend any terms of or amend, alter, suspend, discontinue, canceldiscontinue or terminate,terminate any outstanding Award on either a prospectivetheretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or retroactive basis; provided that anyAward Agreement, without the consent of an affected Participant, no such waiver, amendment, alteration, suspension, discontinuance, cancellationCommittee or termination that wouldthe Board action may materially and adversely affect the rights of anysuch Participant or other holderunder terms of ansuch Award. Any Awards that are outstanding Awardunder the Plan on September 9, 2013, shall not be effective withoutsubject to the consentterms of the affected Participant or holder.Plan as in effect immediately prior to September 9, 2013.

AmendmentsChanges to this Plan and Awards. SubjectThe Committee may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration to this Plan, including any increase in any share limitation, shall be subject to the terms and provisions and within the limitationsapproval of the Plan,Company’s stockholders not later than the annual meeting next following such action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders for approval; provided that, without the consent of an affected Participant, no such action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, amend any terms of or amend, alter, suspend, discontinue, canceldiscontinue or terminate,terminate any outstanding Award on either a prospective or retroactive basis;theretofore granted and any Award Agreement relating thereto, except as otherwise provided thatin this Plan; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. For purposes of clarity, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that wouldadjustments made to Awards pursuant to Section 9 will be deemed not to materially and adversely affect the rights of any Participant or other holder of anunder any previously granted and outstanding Award shall notand therefore may be effectivemade without the consent of the affected Participant or holder.Participants.

Amendments to Awards. Subject to the terms and provisions and within the limitationsSection 12 of thethis Plan, the Committee may waive any conditions or rights under, amend anythe terms of any Award theretofore granted under this Plan prospectively or alter, suspend, discontinue, cancel or terminate, any outstanding Award on either a prospective or retroactive basis; provided that anyretroactively. Except for adjustments made pursuant to [Section 5(g)] of this Plan, no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affectamendment will materially impair the rights of any Participant without his or other holderher consent. Notwithstanding the foregoing, except with respect to adjustments pursuant to [Section 5(g)], no termination or amendment of an outstanding Award shall not be effectivethe Plan may, without the consent of the affected Participantapplicable Participant, terminate or holder.adversely affect any right or obligation under an Award previously granted under the Plan, except as necessary to comply with changes in law or accounting rules applicable to the Company.