Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 9): # amend any outstanding SAR granted under this Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, # cancel any outstanding SAR (whether or not granted under this Plan) and grant in substitution therefor new Awards under this Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, # cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current Fair Market Value, other than pursuant to Section 9, or # take any other action under this Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market.

Prohibition on Repricing. Subject to Section 13.2, the Administrator shall not, without the approval of the stockholders of the Company, # authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 13.2, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.

Prohibition on Repricing. Subject to Section 13.2, the Administrator shall not, without the approval of the stockholders of the Company, # authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 13.2, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.

Prohibition on Repricing. Except as otherwise provided in [Section 3.07], without the prior approval of the stockholders of the Company: # the exercise price of an Option may not be reduced, directly or indirectly, # an Option may not be cancelled in exchange for cash in an amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of the shares of Stock subject to the Option at the time of the cancellation or exchange over the exercise price of such Option, or for Options or SARs with an exercise price that is less than the exercise price of the original Option, except as permitted in accordance with [Section 3.06], and # the Company may not repurchase an Option for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock underlying the Option is lower than the exercise price of the Option.

Prohibition on Repricing. Except as otherwise provided in [Section 3.07], without the prior approval of the stockholders of the Company: # the exercise price of a SAR may not be reduced, directly or indirectly, # a SAR may not be cancelled in exchange for cash in an amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of the shares of Stock subject to the SAR at the time of the cancellation or exchange over the exercise price of such SAR, or for Options or SARs with an exercise price that is less than the exercise price of the original SAR, except as permitted in accordance with [Section 3.06], and # the Company may not repurchase a SAR for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock underlying the SAR is lower than the exercise price of the SAR.

Prohibition on Repricing. Notwithstanding anything in this Agreement to the contrary, except in connection with a Corporate Transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the Company may not # amend the terms of the Option to reduce the Exercise Price; # cancel or assume the Option in exchange for or substitution of options or stock appreciation rights with an exercise price or strike price, as applicable, that is less than the Exercise Price of the Option; or # cancel or assume the Option if the Exercise Price is above the then-current Fair Market Value in exchange for cash, other equity or equity-based awards, or other securities, in each case, unless such action # is subject to and approved by the Company’s shareholders, or # is an appropriate adjustment pursuant Section 9(b).

Prohibition on Repricing. Except in connection with a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other Awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without shareholder approval.

Prohibition on Repricing. Notwithstanding anything in this Agreement to the contrary, except in connection with a Corporate Transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the Company may not # amend the terms of the Option to reduce the Exercise Price; # cancel or assume the Option in exchange for or substitution of options or stock appreciation rights with an exercise price or strike price, as applicable, that is less than the Exercise Price of the Option; or # cancel or assume the Option if the Exercise Price is above the then-current Fair Market Value in exchange for cash, other equity or equity-based awards, or other securities, in each case, unless such action # is subject to and approved by the Company’s shareholders, or # is an appropriate adjustment pursuant Section 9(b).

Repricing. Notwithstanding any provision of the Plan, except for adjustments pursuant to Section 3(b), the Committee shall not reprice, adjust or amend the Exercise Price of Options previously awarded to any Participant, whether through amendment, cancellation and replacement grant, or any other means, unless such action is approved by the stockholders of the Corporation. For purposes of the Plan, the term “reprice” shall mean: # the reduction, directly or indirectly, in the Exercise Price of an outstanding Option by amendment, cancellation or substitution; # any action that is treated as a repricing under United States generally accepted accounting principles; # cancelling an Option in exchange for another Option or other equity security (unless the cancellation and exchange occurs in connection with a merger, acquisition, or similar transaction); and # any other action that is treated as a repricing by the rules or regulations of the Exchange. In addition, notwithstanding any other provision in the Plan to the contrary, an Option may not be surrendered in consideration of or exchanged for cash, other Awards, or a new Option having an Exercise Price below that of the Option which was surrendered or exchanged, unless the exchange occurs in connection with a merger, acquisition, or similar transaction, or such action is approved by the stockholders of the Corporation. Any amendment or repeal of this Section 4(d) shall require the approval of the stockholders of the Corporation.

REPRICING. The Company may, at any time in its discretion, # amend the terms of outstanding Options to reduce the option price; # cancel outstanding Options in exchange for or substitution of Options with an option price that is less than the option price of the original Options; or # cancel outstanding Options with an option price above the current Fair Market Value in exchange for cash or other securities.