Repricing. Notwithstanding any provisions in this Plan or an Award to the contrary, unless such action is approved by the Company's stockholders in accordance with applicable law: # no outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right granted under the Plan may be amended to provide an exercise Price that is lower than the then-current exercise price of such outstanding Award (other than adjustments to the exercise price pursuant to Section 3); # the Administrator may not cancel any outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right and grant in substitution therefore new Awards under the Plan covering the same or a different number of shares of Stock and having an exercise price lower than the then-current exercise price of the cancelled Awards (other than adjustments to the exercise Price pursuant to Sections 3); and # the Administrator may not authorize the repurchase of an outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right which has an exercise price that is higher than the then-current fair market value of the Stock (other than adjustments to the exercise price pursuant to Section 3). This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which [section 424(a)] applies,” within the meaning of Section 424 of the Code.

Repricing. Notwithstanding any provisionsExcept for adjustments made pursuant to [Section 2.4] of the Plan, in this Planno event may the Board or the Committee, without approval of the Company’s shareholders: (a) amend the terms of an Award to the contrary, unless such action is approved by the Company's stockholders in accordance with applicable law: # no outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right granted underto reduce the Plan may be amended to provide an exercise Price that is lower than the then-current exercise price of such outstanding Award (other than adjustments to the exercise price pursuant to Section 3); # the Administrator may notOption or Stock Appreciation Right; (b) cancel anyan outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right and grant in substitution thereforeexchange for a new Awards under the Plan covering the same or a different number of shares of Stock and having an exercise price lower than the then-current exercise price of the cancelled Awards (other than adjustments to the exercise Price pursuant to Sections 3); and # the Administrator may not authorize the repurchase of an outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right which haswith an exercise price that is higherless than the then-current fair market value of the Stock (other than adjustments to the exercise price pursuant to Section 3). This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which [section 424(a)] applies,” within the meaning of Section 424 of the Code.original Option or Stock Appreciation Right; or (c) at any time when the exercise price of an outstanding Option or Stock Appreciation Right is greater than the Fair Market Value of a Share, cancel such Option or Stock Appreciation Right in exchange for cash or other Awards.

Limitation on Repricing. Notwithstanding any provisions in this Plan or an Award to the contrary, unlessUnless such action is approved by the Company'Company’s stockholders in accordance with applicable law:stockholders, the Company may not (except as provided for under Section 9): # noamend any outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right granted under the Plan may be amended to provide an exercise Priceprice per share that is lower than the then-current exercise price per share of such outstanding Award (other than adjustments to the exercise price pursuant to [Section 3]);Option, # the Administrator may not cancel any outstanding Stock Option, Outside Director Stock Optionoption (whether or Stock Appreciation Rightnot granted under the Plan) and grant in substitution thereforetherefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled Awards (other than adjustments to the exercise Price pursuant to [Sections 3]); andoption, # the Administrator may not authorize the repurchase of ancancel in exchange for a cash payment any outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right which haswith an exercise price that is higher thanper share above the then-current fair market value ofFair Market Value or # take any other action under the Stock (other than adjustments to the exercise price pursuant to [Section 3]). This paragraph shall not be construed to apply to “issuing or assumingPlan that constitutes a stock option in a transaction to which [section 424(a)] applies,”“repricing” within the meaning of Section 424the rules of the Code.Nasdaq Stock Market (“Nasdaq”).

Repricing. NotwithstandingExcept for adjustments pursuant to Section 3(c), in no event may any provisions in this Plan or an Award to the contrary, unless such action is approved by the Company's stockholders in accordance with applicable law: # no outstanding Stock Option, Outside Director Stock Option or Stock Appreciation Right granted under the Plan may be amended to provide an exercisedecrease the Option Exercise Price that is lower thanor strike price/base value thereof, as the then-current exercise pricecase may be, or be cancelled # in exchange for a cash payment exceeding the excess (if any) of such outstanding Award (other than adjustments to the exercise price pursuant to [Section 3]); # the Administrator may not cancel any outstanding Stock Option, Outside DirectorFair Market Value of shares covered by such Stock Option or Stock Appreciation Right and grant in substitution therefore new Awards underover the Plan covering the same or a different number of shares of Stock and having ancorresponding exercise price lower thanor strike price/base value for such Award or # in conjunction with the then-current exercise pricegrant of the cancelled Awards (other than adjustments to the exercise Price pursuant to [Sections 3]); and # the Administrator may not authorize the repurchase of an outstanding Stock Option, Outside Directorany new Stock Option or Stock Appreciation Right which has an exercise priceor other Award with a lower Option Exercise Price or strike price/base value, as the case may be, or otherwise be subject to any action that is higher thanwould be treated under the then-current fair market valuerules of the New York Stock (other than adjustments toExchange (or such other exchange upon which the exercise price pursuant to [Section 3]). This paragraph shall notStock may be construed to apply to “issuinglisted at that time) as a “repricing” of such Stock Option or assuming a stock option in a transaction to which [section 424(a)] applies,” withinStock Appreciation Right, unless such amendment, cancellation or action is approved by the meaning of Section 424 of the Code.Company’s shareholders.