Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: # effect the reduction of the exercise price of any outstanding Option or Stock Appreciation Rights under the Plan (other than pursuant to Section 9 relating to adjustments upon changes in stock), or # cancel any outstanding Options or Stock Appreciation Rights with an exercise price that is greater than the Fair Market Value on the date of cancellation in exchange for the grant in substitution therefore of cash or new Stock Awards under the Plan with an exercise price that is less than the original exercise price of the Options or Stock Appreciation Rights, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.

Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to # reduce the exercise or strike price of any outstanding Option or SAR or # cancel any outstanding Option or SAR that has an exercise or strike price (per share) greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event.

Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to: # reduce the exercise or strike price of any outstanding Option under the Plan, or # cancel any outstanding Option that has an exercise price or strike price greater than the current Fair Market Value of the Common Stock in exchange for cash or other new Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.

Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: # effect the reduction of the exercise price of any outstanding Option or Stock Appreciation Rights under the Plan (other than pursuant to Section 9 relating to adjustments upon changes in stock), or # cancel any outstanding Options or Stock Appreciation Rights with an exercise price that is greater than the Fair Market Value on the date of cancellation in exchange for the grant in substitution therefore of cash or new Stock Awards under the Plan with an exercise price that is less than the original exercise price of the Options or Stock Appreciation Rights, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.

Cancellation and Re-Grant of Stock Awards. Notwithstanding any contrary provision of the Plan, neither the Committee nor its designees shall have the authority to: # amend the terms of outstanding Options or SARs to reduce the Exercise Price thereof, or # cancel outstanding Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for another Option or SAR with a lower exercise price or for another Award or for cash, unless the stockholders of the Company have previously approved such an action or such action relates to an adjustment pursuant to Section 11.

Cancellation and Re-Grant of Stock Awards. Except as provided in Section 9(a), neither the Board nor any Committee will have the authority to: # reduce the exercise, purchase or strike price of any outstanding Option or SAR under the Plan, or # cancel any outstanding Option or SAR that has an exercise price or strike price greater than the current Fair Market Value

Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to: # reduce the exercise price or strike price of any outstanding Options or SARs, or # cancel any outstanding Options or SARs that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Awards, unless the stockholders of the Company have approved such an action within twelve months prior to such an event.

Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to # reduce the exercise or strike price of any outstanding Option or SAR or # cancel any outstanding Option or SAR that has an exercise or strike price (per share) greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event.

Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: # reduce the exercise price or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or # cancel any outstanding Options or Stock Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value of the Common Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve months prior to such an event.

Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to: # reduce the exercise price or strike price of any outstanding Options or SARs under the Plan, or # cancel any outstanding Options or SARs that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve months prior to such an event.