Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authority to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on ​, shall be subject to the terms of the Plan as in effect immediately prior to ​.

Changes to thethis Plan and Awards. The BoardCommittee may amend, alter, suspend, discontinue or terminate the Plan,this Plan or the Committee’Committee’s authority to grant Awards under the Plan,this Plan without the consent of stockholders or Participants or Beneficiaries,Participants, except that any amendment or alteration to the Planthis Plan, including any increase in any share limitation, shall be subject to the approval of the Company’Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any stock exchange or automated quotation system on which the Listing Market,Stock may then be listed or quoted, and the BoardCommittee may otherwise, in its discretion, determine to submit other such changes to thethis Plan to stockholders for approval;approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan;this Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. AnyFor purposes of clarity, any adjustments made to Awards that arepursuant to [Section 9] will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding underAward and therefore may be made without the Plan on ​, shall be subject to the termsconsent of the Plan as in effect immediately prior to ​.affected Participants.

Except to the Plan and Awards. Theextent prohibited by applicable law or otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan,Plan or any portion thereof at any time as the Committee’s authority to grant Awards under the Plan, without the consent of stockholdersBoard shall deem advisable; provided, however, that no such amendment, alteration, suspension, discontinuation or Participants or Beneficiaries, except that any amendment or alteration to the Plantermination shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board actionmade without # shareholder approval, if such stockholder approval is required by applicable law, or any federalother requirement or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m))restriction imposed by applicable law, or the rules or regulations of the Listing Market,stock market or exchange, if any, on which the Shares are principally quoted or traded or # subject to [Section 5(d)] and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without[Section 12], the consent of anthe affected Participant, noif such Board action maywould materially and adversely affect the rights of such Participant under any outstanding Award, except # to the terms ofextent any previously grantedsuch amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and outstanding Award. Theregulations or accounting or tax rules and regulations or # to impose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with [Section 14(h)]. Notwithstanding anything to the contrary in the Plan, the Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted byamend the Plan or Award Agreement, without the consent of an affected Participant, noin such Committee or the Board actionmanner as may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding underbe necessary to enable the Plan on ​, shall be subject to the terms of the Plan asachieve its stated purposes in effect immediately prior to ​.any jurisdiction in a tax efficient manner and in compliance with local rules and regulations.

Except as otherwise provided in the Plan and Awards. ThePlan, the Board or the Committee may amend, alter, suspend, discontinueamend or terminate the Plan,Plan or the Committee’s authority to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, exceptany Award Agreement at any time; provided, however, that anyno amendment or alteration to the Plantermination shall be subject tomade without the approval of the Company’Company’s stockholders not later thanshareholders to the annual meeting next followingextent 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 Board action if such stockholder approval is required by any federalapplicable law, regulation, or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on ​, shall be subject to the terms of the Plan as in effect immediately prior to ​.stock exchange rule.

Section # Amendment. The Board specifically reserves the right to alter and amend the Plan at any time and Awards. The Board may amend, alter, suspend, discontinuefrom time to time and the right to revoke or terminate the Plan,Plan or to suspend the Committee’s authoritygranting of Awards pursuant to grant Awardsthe Plan; provided that no such alteration, amendment, revocation, termination, or suspension will terminate any outstanding Award theretofore granted under the Plan, withoutunless there is a liquidation or a dissolution of the consentCorporation; and provided further that no such alteration or amendment of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if suchwill, without prior stockholder approval is required by# increase the total number of shares of Stock that may be issued or delivered under the Plan; # make any federalchanges in the class of Eligible Individuals; # extend the period set forth in the Plan during which Awards may be granted; or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or# make any changes that require stockholder approval under the rules and regulations of any securities exchange or market on which the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted byStock is traded. No alteration, amendment, revocation or termination of the Plan or suspension of any Award Agreement,will materially adversely affect, without the written consent of the holder of an affected Participant, no such Board action may materially and adversely affectAward theretofore granted under the Plan, the rights of such Participant under the terms of any previously granted and outstandingholder with respect to such Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminatenot amend any Award theretofore granted andto extend the exercise period beyond a date that is later than the earlier of the latest date upon which the Award could have expired by its original terms under any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committeecircumstances or the Board action may materially and adversely affect10th anniversary of the rightsoriginal date of such Participant under termsgrant of such Award. Any Awards that are outstanding under the Plan on ​, shall beAward, or otherwise cause the Award to become subject to the terms of the Plan as in effect immediately prior to ​.Section 409A.

Authority to the Plan and Awards.Amend or Terminate. The Board may at any time amend, alter, suspend,suspend or discontinue or terminate the Plan, but no amendment, alteration, suspension or the Committee’s authoritydiscontinuation (other than an adjustment pursuant to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan[Section 13] above) shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action maymade that would materially and adversely affect the rights of suchany Participant under any outstanding Award, without his or her consent. In addition, to the termsextent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any previously grantedPlan amendment in such a manner and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, exceptto such a degree as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on ​, shall be subject to the terms of the Plan as in effect immediately prior to ​.required.

The Board may at any time amend, alter, suspend, discontinue or terminate this Plan or any part thereof (including any amendment deemed necessary to ensure that the Plan,Company may comply with any applicable regulatory requirement); provided, however, that, unless otherwise required by law, the rights of a Participant with respect to Awards granted prior to such amendment, discontinuance or the Committee’s authority to grant Awards under the Plan,termination, may not be impaired without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject tosuch Participant and, provided further, without the approval of the Company’Company’s stockholders not later thanshareholders, no amendment may be made which would # increase the annual meeting next following such Board action if such stockholder approval is requiredaggregate number of shares of Common Stock that may be issued under this Plan (except by any federaloperation of [Article 14]); # change the definition of employees eligible to receive Awards under this Plan; or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or# otherwise materially increase the rules ofbenefits to Participants under the Listing Market, and the BoardPlan. The Committee may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant underamend the terms of any Award previously granted and outstanding Award. The Committee may waive any conditionsgranted, prospectively or rights under,retroactively, but, subject to [Article 14], no such amendment or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permittedother action by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affectshall impair the rights of suchany Participant under terms of such Award. Anywithout the Participant’s consent. Awards that are outstandingmay not be granted under the Plan on ​,after the Termination Date, but Awards granted prior to such date shall be subjectremain in effect or become exercisable pursuant to their respective terms and the terms of the Plan as in effect immediately prior to ​.this Plan.

Amendments to the Plan and Awards.Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan,Plan at any time; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, prior approval of the Committee’s authority to grant Awards understockholders of the Plan, without the consent of stockholders or Participants or Beneficiaries, except thatCompany shall be required for any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on ​, shall be subject to the terms of the Plan as in effect immediately prior to ​.that:

The Board or the Committee (if permitted by applicable law) may, at any time, amend, supplement, alter or discontinue the Plan, but, except as otherwise expressly provided in the Plan (including [Sections 3 and 12]2]), no such amendment, alteration or discontinuation shall be made which would impair the rights of a Participant under an Award theretofore granted, without the Participant’s consent. The Company shall submit to the shareholders of the Company for their approval any amendments to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authoritywhich are required to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is requiredapproved by any federal or stateshareholders, either by law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the termsregulations of any previously granted and outstanding Award. The Committee may waivegovernmental authority or any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided instock exchange upon which the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on ​, shall be subject to the terms of the Plan as in effect immediately prior to ​.Stock is then traded.

The Board or the Committee (if permitted by applicable law), at any time, may amend, supplement, alter or discontinue the Plan, but, except as otherwise expressly provided in the Plan (including [Sections 3 and 11]1]), no such amendment, supplement, alteration or discontinuation shall be made which would impair the rights of a Participant under an Award theretofore granted, without the Participant’s consent. The Company shall submit to the shareholders of the Company for their approval any amendments to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authoritywhich are required to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is requiredapproved by any federal or state law or regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) orshareholders by the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the termsregulations of any previously granted and outstanding Award. The Committee may waivegovernmental authority or any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided instock exchange upon which the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms of such Award. Any Awards that are outstanding under the Plan on ​, shall be subject to the terms of the Plan as in effect immediately prior to ​.Stock is then traded.