Right to Amend or Terminate the Plan. The Board of Directors may amend or terminate the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.

Right to Amend or Terminate the Plan. The Board of Directors may amend or terminate the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with the consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.

Right to Amend or Terminate the Plan. The Board of Directors may alter, amend or terminate the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’Company’s stockholders only to the extent required by applicable laws, regulations or rules. No awards shall be granted under the Plan after the termination thereof.

RightAuthority to Amend or Terminate the Plan.Terminate. The Board of Directors may amend or terminate the Plan at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made that would materially and from time to time. Rights and obligationsadversely affect the rights of any Participant under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders onlyoutstanding Award, without his or her consent. In addition, to the extent required by applicable laws, regulations or rules. necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

Right to Amend or TerminateAmendment and Termination of the Plan. The Board of Directors may amend or terminate the Plan at any time and from time to time. Rights and obligations underterminate, suspend or amend the Plan. The Company shall submit any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to theits shareholders for approval of the Company’s stockholders only to the extent required by applicable laws,laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

RightAMENDMENT OR TERMINATION OF PLAN: The Company reserves the right to Amend or Terminate the Plan. The Board of Directors may amendamend, modify or terminate thethis Plan at any time and from time to time. Rights and obligations under any Award granted before amendmentby action of the Planits Board, provided that such action shall not be materially impaired byadversely affect any Eligible Director’s rights under the provisions of this Plan with respect to awards which were made prior to such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.action.

Right to AmendExcept as otherwise provided in the Plan, the Board or Terminate the Plan. The Board of DirectorsCommittee may amend or terminate the Plan or any Award Agreement at any time and from time to time. Rights and obligations under any Award granted beforetime; provided, however, that no amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Planor termination shall be subject tomade without the approval of the Company’s stockholders onlyshareholders to the extent that: (a) the amendment materially increases the benefits accruing to Participants under the Plan; (b) the amendment increases the aggregate number of Shares authorized for grant under the Plan (excluding an increase in the number of Shares that may be issued under the Plan as a result of [Section 2.4] of the Plan); (c) the amendment materially modifies the requirements as to eligibility for participation in the Plan; or (d) such approval is required by any applicable laws, regulationslaw, regulation, or rules. stock exchange rule.

Right to Amend or Terminate the Plan.Amendment. The Board of Directors may amend or terminate the Plan at any time and from timeterminate, 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 time. Rights and obligationsavoid an expense charge to the Company or an Affiliate under any Award granted before amendmentapplicable 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 Plan shall not be materially impaired byCode. No such amendment, except with consent of the Participant. An amendment of the Planor alteration shall be subject tomade without the approval of a majority vote of the Company’s stockholders onlyshareholders, present in person or by proxy at any special or annual meeting of the shareholders to the extent such approval is required by applicable laws, regulationslaw, agreement or rules.the rules of any stock exchange or market on which the Stock is listed.

Right to AmendTermination or Terminate the Plan.Amendment. The Board of Directors may amend or terminate the Plan in any respect at any timetime; provided, however, that, after the Plan has been approved by the stockholders of the Company, the Board shall not amend or terminate the Plan without approval of # the Company’s stockholders to the extent stockholder approval of the amendment is required by applicable law or regulations or the requirements of the principal exchange or interdealer quotation system on which the Common Stock is listed or quoted, if any, and from time to time. Rights and# each affected Participant if such amendment or termination would adversely affect such Participant’s rights or obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subjectprior to the approvaldate of the Company’s stockholders only to the extent required by applicable laws, regulationssuch amendment or rules. termination.

Right to Amend or Terminate the Plan. The Board of Directors may amendamend, alter or terminate the Plan at any time and from time to time. Rights and obligationstime, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted before amendment of the Planwithout such Participant’s consent. The Board shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to theobtain approval of the Company’s stockholders onlyfor any amendment that would require such approval in order to satisfy the extent required by applicable laws, regulationsrequirements of any rules of the stock exchange on which the Common Stock is traded or rules. other Applicable Law. Subject to Section 3(c), the Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.