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 1">to1">to: # reduce the exercise3"> price or strike price of any outstanding 5">Option5">Options or 7">SAR7">SARs, or # cancel any outstanding 9">Option9">Options or 11">SAR11">SARs that 13">has13">have an exercise15"> price or strike price 17">(per share) greater than the 19">then-current Fair Market Value21"> of the Common Stock in exchange for cash or other 23">Awards under the Plan,23">Awards, unless the stockholders of the Company have approved such an action within 25">1225">twelve months prior to such an event.

Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority 1">to1">to: # reduce the exercise3"> price or strike price of any outstanding 5">Option5">Options or 7">SAR7">SARs under the Plan, or # cancel any outstanding 9">Option9">Options or 11">SAR11">SARs that 13">has13">have an exercise15"> price or strike price 17">(per share) greater than the 19">then-current Fair Market Value21"> 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 23">1223">twelve months prior to such an event.

0">Repricing; Cancellation and Re-Grant of2"> Stock Awards. Neither the Board nor any Committee will have the authority to # reduce the 4">exercise4">exercise, purchase or strike price of any outstanding Option or SAR6"> under the Plan, or # cancel any outstanding Option or SAR that has an exercise 8">price or strike price10"> (per share) greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other12"> Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event.

0">Repricing; Cancellation and Re-Grant of2"> Stock Awards. Neither the Board nor any Committee will have the authority to # reduce the 4">exercise4">exercise, purchase or strike price of any outstanding Option or SAR6"> under the Plan, or # cancel any outstanding Option or SAR that has an exercise 8">price or strike price10"> (per share) greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other12"> Stock 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 1">to1">to: # reduce the exercise or strike price of any outstanding Option 3">or SAR3">under the Plan, or # cancel any outstanding Option 5">or SAR that has an exercise 7">price or strike price 9">(per share) greater than the 11">then-current Fair Market Value of the Common Stock in exchange for cash or other13"> new Awards under the Plan, unless the stockholders of the Company have approved such an action within 15">1215">twelve (12) months prior to such an event.

0">Cancellation and Re-Grant0">No Repricing 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 2">Common Stock2">Ordinary Shares in exchange for cash or other 4">Stock Awards under the Plan, unless the 6">stockholders6">shareholders of the Company have approved such an action within 8">128">twelve (12) months prior to such an event.

Cancellation and Re-Grant of 1">Stock Awards. 3">Neither3">Notwithstanding any contrary provision of the 5">Board5">Plan, neither the Committee nor 7">any Committee will7">its designees shall have the authority 9">to: # amend the terms of outstanding Options or SARs to11"> # reduce the 13">exercise or strike price of any outstanding Option or SAR13">Exercise Price thereof, or # cancel 15">any outstanding 17">Option17">Options or 19">SAR that has19">SARs with an 21">exercise or strike price (per share) greater than21">Exercise Price above the 23">then-current Fair Market Value 25">of the Common Stock25">per Share in exchange for 27">cash27">another Option or 29">other Awards under the Plan,29">SAR with a lower exercise price or for another Award or for cash, unless the stockholders of the Company have 31">previously approved such an action 33">within 12 months prior33">or such action relates to 35">such an 37">event.37">adjustment pursuant to Section 11.