Amendment. Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.

Amendment. SuspensionAmendment of Plan. The Board may amend, suspend or Termination of the Plan. Except as otherwise provided in this Section 12.1,terminate the Plan may be wholly or partially amended or otherwise modified, suspended or terminatedany portion thereof at any time; provided that if at any time or from time to time by the Board. However, without approval of the Company'Company’s stockholders given within twelve (12) months beforeis required as to any modification or after the action by the Administrator, no actionamendment under Section 422 of the Administrator may, except as providedCode or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share ofamendment, any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or termination ofamendment to the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forthadopted in [Section 3.1(a)(ii)] hereof)accordance with this Section 11(d) shall terminateapply to, and be binding on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be grantedholders of, all Awards outstanding under the Plan afterat the tenth (10th) anniversarytime the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Effective Date.Plan.

Amendment. Suspension orAmendment and Termination of the Plan. Except as otherwise provided in this Section 12.1,The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment of the Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time bymaterially impair the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per sharerights of any outstanding Option or Stock Appreciation RightParticipant under a previously granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rightsParticipant’s consent, unless such action is necessary to comply with applicable law or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.stock exchange rules.

Amendment. SuspensionThe Board may amend, alter or Terminationdiscontinue the Plan, but no amendment, alteration or discontinuation shall be made, # without the approval of stockholders of the Plan. ExceptCompany, if such action would (except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except asis provided in Section 12.2 hereof,11 of the Plan), # increase the Share Limit, # reducetotal number of Shares reserved for the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof. Except as provided in Section 12.13 hereof, no amendment, suspension or terminationpurposes of the Plan shall,or the maximum number of Shares for which Awards may be granted to any Participant or # materially modify requirements for participation in the Plan, # without the consent of a Participant, if such action would diminish any of the Participant, impair any rights or obligationsof the Participant under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversary of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be grantedParticipant under the Plan afteror # without the tenth (10th) anniversaryapproval of stockholders of the Effective Date.Company # to [Section 5(b)], relating to repricing of Options or Stock Appreciation Rights, # to [Section 6(a)], relating to the exercise price of stock options, # to [Section 6(b)], relating to the maximum option term of ten years, or # to [Section 7(a)], relating to the maximum Stock Appreciation Right term of ten years for Stock Appreciation Rights that may be settled in Shares; provided, however, that the Board may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

Amendment. Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the PlanThe Board may be wholly or partially amended or otherwise modified, suspended or terminated at any time amend, suspend, or from timediscontinue the Plan or alter or amend any or all Awards under the Plan to timethe extent # permitted by law, # permitted by the Board. However, withoutrules of any stock exchange on which the Stock or any other security of the Corporation is listed, and # permitted under applicable provisions of the Securities Act of 1933, as amended, the Exchange Act (including Rule 16b-3 thereof); provided, however, that if any of the foregoing requires the approval by the stockholders of any such amendment, suspension or discontinuance, then the Board may take such action subject to the approval of the Company's stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6 hereof.stockholders. Except as provided in Section 12.13 hereof,[subsection 7(b)], no such amendment, suspension or termination of the Plan shall, without the consent of the Participant, impairDirector, adversely alter or change any of the rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forthDirector. The Board may in [Section 3.1(a)(ii)its sole and absolute discretion, by written notice to a Director, # limit the period in which an Award may be exercised to a period ending at least three months following the date of such notice, and/or # limit or eliminate the number of shares of Stock subject to Award after a period ending at least three months following the date of such notice. Except as provided in [subsection 8(k)] hereof) shall terminate on the tenth (10th) anniversaryand this Section 12, no such amendment, suspension, or termination of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein toPlan shall, without the contrary, no ISO shall beconsent of the Director, adversely alter or change any of the rights or obligations under any Options or other rights previously granted the Director under the Plan after the tenth (10th) anniversary of the Effective Date.Plan.

Amendment. Suspension8.1Amendment, Suspension, or Termination ofTermination. The Board, in its sole discretion, may amend or terminate the Plan. Except as otherwise provided in this Section 12.1, the Plan may be whollyPlan, or partially amended or otherwise modified, suspended or terminatedany part thereof, at any time and for any reason; provided, however, that if and to the extent required by law or from time to time bymaintain the Board. However, without approval ofPlan’s compliance with the Company's stockholders given within twelve (12) months before or afterCode, the action by the Administrator, no action of the Administrator may, except as provided in Section 12.2 hereof, # increase the Share Limit, # reduce the price per sharerules of any outstandingnational securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval; and further provided, that no amendment shall permit the repricing, replacing or regranting of an Option either in connection with the cancellation of such Option or Stock Appreciation Right granted underby amending an Award Agreement to lower the Plan, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violationexercise price of Section 10.6 hereof. Except as provided in Section 12.13 hereof, nosuch Option. The amendment, suspension or termination of the Plan shall,shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or awarded, unless the Award itself otherwise expressly so provides. The annual increase to the Share Limit (set forth in [Section 3.1(a)(ii)] hereof) shall terminate on the tenth (10th) anniversaryafter termination of the Effective Date and, from and after such tenth ("10") anniversary, no additional share increases shall occur pursuant to Section 3.1 (a)(ii) hereof. In addition, notwithstanding anything herein to the contrary, no ISO shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date.Plan.