Amendment of Award. The Committee may amend, modify or terminate any outstanding Award, including without limitation changing the date of exercise or realization, causing the Award to be assumed by another entity, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required # if such action would terminate, or reduce the number of shares issuable under, an Option, unless any time period relating to the exercise of such Option or the eliminated portion, as the case may be, is accelerated before such termination or reduction, in which case the Committee may provide for the Participant to receive cash or other property equal to the net value that would be received upon exercise of the terminated Option or the eliminated portion, as the case may be, and # in any other case, unless the Committee determines that the action, taking into account any related action, would not materially and adversely affect the Participant. The Committee shall not, without further approval of the stockholders of the Company, authorize the amendment of any outstanding Option to reduce the exercise price. Furthermore, no Option shall be canceled in exchange for cash or replaced with Options having a lower exercise price without approval of the stockholders of the Company.

Amendment of Award.Awards. The CommitteeBoard may amend, modify or terminate any outstanding Award, including without limitationAward including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, causing the Award to be assumed by another entity, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided thatthat, the Participant’Participant’s consent to such action shall be required # if such action would terminate, or reduce the number of shares issuable under, an Option, unless any time period relating to the exercise of such Option or the eliminated portion, as the case may be, is accelerated before such termination or reduction, in which case the Committee may provide for the Participant to receive cash or other property equal to the net value that would be received upon exercise of the terminated Option or the eliminated portion, as the case may be, and # in any other case, unless the CommitteeBoard determines that the action, taking into account any related action, would not materially and adversely affect the Participant. The Committee shall not, without further approval of the stockholders of the Company, authorize the amendment of any outstanding Option to reduce the exercise price. Furthermore, no Option shall be canceled in exchange for cash or replaced with Options having a lower exercise price without approval of the stockholders of the Company.

The Committee may amend, modify or terminate any outstanding Award, including without limitation changing the date of exercise or realization, causing the Award to be assumed by another entity, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided thatwith the Participant’s consent to such action shall be required # if such action would terminate, or reduce the number of shares issuable under, an Option, unlessat any time period relatingprior to payment or exercise in any manner not inconsistent with the exerciseterms of such Optionthe Plan, including, without limitation to change the date or dates as of which # a stock option becomes exercisable or # a performance-based Award is deemed earned. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or non-recurring events (including, without limitation, the events described in [Section 13] hereof) affecting the Company, or the eliminated portion, as the case may be, is accelerated before such termination or reduction, in which case the Committee may provide for the Participant to receive cash or other property equal to the net value that would be received upon exercisefinancial statements of the terminated OptionCompany or the eliminated portion, as the case may be, and #any affiliate, or of changes in any other case, unlessapplicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent reduction or enlargement of the action, taking into accountbenefits or potential benefits intended to be made available under the Plan. Notwithstanding [Section 14.1(a)] or any provision of the Plan or any agreement regarding an Award to the contrary, the Committee may cause any Award granted (including an “underwater” Award with an exercise or purchase price less than the Fair Market Value of any related action, would not materially and adversely affect the Participant. The Committee shall not, without further approvalShares as of the stockholderseffective date of the Company, authorize the amendment of any outstanding OptionCommittee action) to reduce the exercise price. Furthermore, no Option shall be canceled in exchange forconsideration of a cash payment or replaced with Options having a lower exercise price without approvalalternative Award made to the holder of such canceled Award in an amount equal to the stockholdersvalue of such canceled Award. The determinations of value under this [Section 15] shall be made by the Company.Committee in its sole discretion.

The CommitteeBoard may amend, modify or terminate any outstanding Award, including without limitationbut not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, causing the Award to be assumed by another entity, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’Option. The Participant’s consent to such action shall be required unless # if such action would terminate, or reduce the number of shares issuable under, an Option, unless any time period relating to the exercise of such Option or the eliminated portion, as the case may be, is accelerated before such termination or reduction, in which case the Committee may provide for the Participant to receive cash or other property equal to the net value that would be received upon exercise of the terminated Option or the eliminated portion, as the case may be, and # in any other case, unless the CommitteeBoard determines that the action, taking into account any related action, would not materially and adversely affect the Participant. The Committee shall not, without further approval ofParticipant’s rights under the stockholders ofPlan, # the Company, authorizechange is permitted under [Section 8] hereof, or # the amendment of any outstandingchange is to ensure that an Option intended to reduce the exercise price. Furthermore, noqualify as an Incentive Stock Option shall be canceled in exchange for cash or replaced with Options having a lower exercise price without approval of the stockholders of the Company.qualifies as such.

The CommitteeBoard may amend, modify or terminate any outstanding Award, including without limitationbut not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, causing the Award to be assumed by another entity, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’Option. The Participant’s consent to such action shall be required unless # if such action would terminate, or reduce the number of shares issuable under, an Option, unless any time period relating to the exercise of such Option or the eliminated portion, as the case may be, is accelerated before such termination or reduction, in which case the Committee may provide for the Participant to receive cash or other property equal to the net value that would be received upon exercise of the terminated Option or the eliminated portion, as the case may be, and # in any other case, unless the CommitteeBoard determines that the action, taking into account any related action, woulddoes not materially and adversely affect the Participant. The Committee shall not, without further approval ofParticipant’s rights under the stockholders ofPlan or # the Company, authorize the amendment of any outstanding Option to reduce the exercise price. Furthermore, no Option shall be canceled in exchange for cash or replaced with Options having a lower exercise price without approval of the stockholders of the Company.change is permitted under [Section 9].