The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in [[Section 3(b) or 3(c)])]])], without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights, effect the repricing of such Awards through cancellation and re-grants or cancel such Awards in exchange for cash or other Awards. Nothing in this [Section 16] shall limit the Administrator’s authority to take any action permitted pursuant to [[Section 3(b) or 3(c)])]])].

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in [[Section 3(b) or 3(c)])]])], without prior stockholder approval, in no event may theThe Administrator is specifically authorized to exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights,Rights or effect the repricing of such Awards through cancellation and re-grants or cancel such Awards in exchange for cash or other Awards.grants. Nothing in this [Section 16]15] shall limit the Administrator’s authority to take any action permitted pursuant to [[Section[Section 3(b) or 3(c)])]])].

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in [[Section 3(b) or 3(c)])]])][Section 3], without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights,Rights or effect the repricing of such Awards through cancellation and re-grants or cancel such Awardscancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. The Board, in its discretion, may determine to make any Plan amendments subject to the approval of the Company’s stockholders for purposes of complying with the rules of any securities exchange or market system on which the Stock is listed or ensuring that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code. Nothing in this [Section 16] shall limit the Administrator’s authority to take any action permitted pursuant to [[Section 3(b) or 3(c)])]])][Section 3].

The Board may,may amend, alter or terminate the Plan at any time, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. The Board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of any rules of the stock exchange on which the Common Stock is traded or other Applicable Law. Subject to [Section 3(c)], the Administrator may amend the terms of any Award theretofore granted, prospectively or discontinueretroactively, but, subject to [Section 5] of the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, butimmediately preceding sentence, no such actionamendment shall materially and adversely affectimpair the rights underof any outstanding AwardParticipant without the holder’shis or her consent. Except as provided in [[Section 3(b) or 3(c)])]])], without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights, effect the repricing of such Awards through cancellation and re-grants or cancel such Awards in exchange for cash or other Awards. Nothing in this [Section 16] shall limit the Administrator’s authority to take any action permitted pursuant to [[Section 3(b) or 3(c)])]])].