shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: # Section 16 of the Exchange Act, # the Code, # the listing requirements of any principal securities exchange or market on which the Shares are then traded, or # any other applicable law; and

shareholders must approve any of the following Plan amendments: # an amendment to materially increase any number of Shares specified in Section 6(a) or the limits set forth in Section 6(d) (except as permitted by Section 18), or # an amendment that would diminish the protections afforded by Section 16(e).