Modification or Extension of Options. Within the limitations of the Plan, the Committee may modify or, extend outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to [Section 11], the Committee may not modify outstanding Options to lower the Exercise Price nor may the Committee assume or accept the cancellation of outstanding Options in return for cash or the grant of new Options or SARs with a lower Exercise Price, unless such action has been approved by the Company’s stockholders. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially impair his or her rights or obligations under such Option.

Modification, Extension or ExtensionAssumption of Options.SARs. Within the limitations of the Plan, the Committee may modify or,modify, extend or assume outstanding OptionsSARs or may accept the cancellation of outstanding Options (toSARs (whether granted by the extent not previously exercised), whetherCompany or not granted hereunder,by another issuer) in return for the grant of new OptionsSARs for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to [Section 11], the Committee may not modify outstanding OptionsSARs to lower the Exercise Price nor may the Committee assume or accept the cancellation of outstanding OptionsSARs in return for cash or the grant of new Options or SARs with a lower Exercise Price, unless such action has been approved by the Company’s stockholders. The foregoing notwithstanding, no modification of an Optiona SAR shall, without the consent of the Optionee,holder, materially impair his or her rights or obligations under such Option.SAR.

Modification, Extension, and Renewal of Options.Awards. Within the limitations of the Plan, the Committee may modify or,an Award to accelerate the rate at which an Option or SAR may be exercised (including without limitation permitting an Option or SAR to be exercised in full without regard to the installment or vesting provisions of the applicable Award Agreement or whether the Option or SAR is at the time exercisable, to the extent it has not previously been exercised), to accelerate the vesting of any Award, to extend or renew outstanding OptionsAwards or mayto accept the cancellation of outstanding Options (toAwards to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to [Section 11],exercised. However, the Committee may not modifycancel an outstanding Optionsoption that is underwater for the purpose of reissuing the option to lower the Exercise Price nor may the Committee assume or accept the cancellation of outstanding Options in return for cash or the grant of new Options or SARs withparticipant at a lower Exercise Price, unless such action has been approved byexercise price or granting a replacement award of a different type. Notwithstanding the Company’s stockholders. The foregoing notwithstanding,provision, no modification of an Option shall, withoutoutstanding Award shall materially and adversely affect such Participant’s rights thereunder, unless either the Participant provides written consent ofor there is an express Plan provision permitting the Optionee, materially impair his or her rights or obligations under such Option.Committee to act unilaterally to make the modification.

Modification, Extension and Renewal of Options. Within the limitations of the Plan, including the limitations of [Section 3(e)], the Committee may modify or,modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to [Section 11], the Committee may not modify outstanding Options to lower the Exercise Price nor may the Committee assumePrice, or accept the cancellation of outstanding Options in return for cash or the grant of new Optionsa different Award for the same or SARs with a lower Exercise Price, unless such action has been approved by the Company’s stockholders.different number of Shares, without stockholder approval. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee,Participant, materially impair his or hersuch Participant’s rights or obligations under such Option.Option; provided, however, that an amendment or modification that may cause an ISO to become an NSO, and any amendment or modification that is required to comply with the rules applicable to ISOs, shall not be treated as materially impairing the rights or obligations of the Participant.

Modification, Extension and Renewal of Options.Option. Within the limitations of the Plan, and only with respect to Options granted to Eligible Persons, the Committee may modify or,modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grantgranting of new Options forin substitution therefor (but not including repricings, in the same or a different numberabsence of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to [Section 11], thestockholder approval). The Committee may not modify outstanding Optionsmodify, extend or renew any Option granted to lower the Exercise Price nor may the Committee assume or accept the cancellation of outstanding Options in return for cash or the grant of new Options or SARs with a lower Exercise Price,any Eligible Person, unless such action has been approved bymodification, extension or renewal would not satisfy any applicable requirements of Rule 16b-3 under the Company’s stockholders.Exchange Act and Section 409A of the Code. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materiallyalter or impair his or herany rights or obligations under such Option.any Option previously granted.

Cancellation and Re-Grant of Options. Within the limitationsStock Awards. Notwithstanding any contrary provision of the Plan, neither the Committee may modify or, extendnor its designees shall have the authority to: # amend the terms of outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuantSARs to [Section 11], the Committee may not modify outstanding Options to lowerreduce the Exercise Price nor may the Committee assumethereof, or accept the cancellation of# cancel outstanding Options in return for cash or the grant of new 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,exercise price or for another Award or for cash, unless the stockholders of the Company have previously approved such an action or such action has been approved by the Company’s stockholders. The foregoing notwithstanding, no modification ofrelates to an Option shall, without the consent of the Optionee, materially impair his or her rights or obligations under such Option.adjustment pursuant to [Section 11].