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AMENDMENT, MODIFICATION AND TERMINATION. The Committee may, at any time and from time to time, amend, modify or terminate this Plan. The Committee may condition any amendment or modification on the approval of stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.

AMENDMENT, MODIFICATION AND TERMINATION. The Committee may,Amendment, Modification, and Termination. Subject to the terms of the Plan, the Board may at any time and from time to time, alter, amend, modifysuspend or terminate this Plan. The Committee may condition any amendmentthe Plan in whole or modification onin part without the approval of stockholdersthe Company's shareholders, except to the extent the Board determines it is desirable to obtain approval of the Company if such approval is necessaryCompany's shareholders, to comply with the requirements for listing on any exchange where the Company's Shares are listed, or deemed advisable with respect to tax, securities orfor any other applicable laws, policies or regulations.purpose the Board deems appropriate.

AMENDMENT, MODIFICATIONSECTION # TERMINATION AND TERMINATION. TheAMENDMENT: Subject to the approval of the Board where required, the Committee may,may at any time and from time to time,time alter, amend, modifysuspend, or terminate this Plan. Thethe Plan in whole or in part; provided, however, that no action shall be taken by the Board or the Committee may condition any amendment or modification onwithout the approval of stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.shareholders that would:

AMENDMENT, MODIFICATION AND TERMINATION. The Committee may, atTermination, Amendment and Modification. At any time and from time to time, the Board may terminate, amend, or modify or terminate thisthe Plan. The Committee may condition anySuch amendment or modification onmay be without shareholder approval except to the approval of stockholders of the Company ifextent that such approval is necessaryrequired by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or deemed advisablesystem on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect to tax, securitiesthereto or under any other applicable laws, policiesrules or regulations.

AMENDMENT, MODIFICATION AND TERMINATION.Amendment, Modification and Termination of the Plan. The Board, the Human Resources Committee may,of the Board or the Governance and Nominating Committee of the Board may at any time and from time to time, amend,terminate, suspend or modify the Plan, except that the Board or terminate this Plan. The Committee may condition any amendment or modification on the approval of stockholderswill not, without authorization of the Company if suchshareholders of the Company, effect any change (other than through adjustment for changes in capitalization as provided in Section 22) which will reduce the exercise price of, or reprice, outstanding Options or Stock Appreciation Rights as set forth in Section 9.6 or Section 10.4 or otherwise amend the Plan in any manner requiring shareholder approval is necessaryby law or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.under the New York Stock Exchange listing requirements.

AMENDMENT, MODIFICATION AND TERMINATION.Amendment and Termination. The Committee may,Board may amend, alter or terminate the Plan at any time and from time to time, amend,time; provided, however, that no amendment which would amend or modify the Plan in a manner requiring stockholder approval under Code Section 423 or terminate this Plan. The Committee may conditionthe requirements of any amendment or modificationsecurities exchange on which the approvalShares are traded shall be effective unless, within one year after it is adopted by the Board, it is approved by the holders of stockholdersa majority of the Company if such approval is necessary or deemed advisable with respectvoting power of the Company's outstanding shares. In addition, the Committee (if appointed under Section 3.1) may amend the Plan as provided in [Section 3.3], subject to tax, securities or other applicable laws, policies or regulations.the conditions set forth therein and in this [Section 11.7].

AMENDMENT, MODIFICATION AND TERMINATION.Termination and Amendment. The Committee may,Board may terminate or amend the Plan or any portion thereof at any time and from time to time, amend, modify or terminate this Plan. Thethe Committee may condition any amendment or modification onamend the Plan to the extent provided in Section 3, without approval of the stockholders of the Company if suchCompany, unless stockholder approval is necessaryrequired by Rule 16b-3 of the Exchange Act, applicable stock exchange or deemed advisable with respect to tax, securitiesNASDAQ or other quotation system rules, applicable Code provisions, or other applicable laws, policieslaws or regulations. No amendment, termination or modification of the Plan shall affect any Award theretofore granted in any material adverse way without the consent of the recipient.

AMENDMENT, MODIFICATION AND TERMINATION.Amendments. The Committee may,may at any time amend, modify, or terminate this Plan, in whole or in part, at any time and from time to time, amend, modify or terminate this Plan. The Committee may condition any amendment or modification on the approval of stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.time.

AMENDMENT, MODIFICATION AND TERMINATION.Amendment of Plan. The Committee may,Board may amend, suspend or terminate the Plan or any portion thereof at any time and from timetime, subject to time, amend, modify or terminate this Plan. The Committee may condition any amendment or modification onsuch stockholder approval as the approval of stockholders of the Company if such approval isBoard determines to be necessary or deemed advisable to comply with respect to tax, securitiesany tax or other applicable laws, policies or regulations.regulatory requirement.

AMENDMENT, MODIFICATION AND TERMINATION.Amendment and Modification. The Committee may,Board may at any time and from time to time, amend,terminate, suspend, amend or modify or terminate thisthe Plan. The Committee may condition anyAny such amendment or modification onmay be without shareholder approval, except to the approval of stockholders of the Company ifextent that such shareholder approval is necessary or deemed advisable with respectrequired by the Code, pursuant to tax, securities or other applicable laws, policies or regulations.the rules under

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