Common use of Amendment, Modification and Termination Clause in Contracts

Amendment, Modification and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) except as is provided in Section 4.3, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2; (b) except as is provided in Section 4.3, decrease the minimum Option Price or ▇▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change the class of persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.1; (e) extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.6, as applicable; or (f) otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.3, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders of the Company of such action.

Amendment, Modification and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the PlanPlan in whole or in part, in its sole discretion, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders stockholders of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the CodeISOs, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) except as is provided in Section 4.34.4, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.24.3; (b) except as is provided in Section 4.34.4, decrease the minimum Option Price or ▇▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change the class of persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.112.1; (e) extend the duration of the Plan or the maximum period during which Options or SARs may be exercised under Section 6.4 or 7.6, as applicable; or (f) otherwise require shareholder stockholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except in connection with a Share Change or Corporate Transaction or as is otherwise provided in Section 4.34.4, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action action: (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders stockholders of the Company of such action.

Amendment, Modification and Termination. The Board mayCommittee may terminate, at any time and with amend or without prior noticemodify the Plan. Termination, amendamendment or modification of the Plan may be in response to changes in the Code, alter, suspendthe Exchange Act or national securities exchange regulations, or terminate for other reasons deemed appropriate by the Committee. However, without the requisite approval of the shareholders of the Company, no such termination, amendment or modification may: (a) Materially increase the total number of Shares which may be issued under this Plan, or the total number of Shares for which Options may be granted under this Plan, except as provided in Section 4.3 hereof; or (b) Materially modify the requirements as to eligibility for participation in the Plan; or (c) Extend the maximum period after the date of grant during which Options may be exercised; or (d) Change the provisions of the Plan regarding Option Price or the exercise of Options, and except as provided in Section 4.3 or Article VI hereof or modify the Committee mayPlan in a manner inconsistent with Rule 16b-3 under the Exchange Act, Sections 422-424 of the Code or Section 162(m) of the Code. The termination or any modification or amendment of the Plan shall not, without the consent of the Participant, affect a Participant’s rights under an Award previously granted to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectivelyParticipant; provided, however, that no such amendmentin the event of a transaction described in Section 4.3 hereof, alteration, suspension, or termination the authority of the Plan shall be made whichCommittee (or, without first obtaining approval of if another legal entity assumes the shareholders obligations of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3hereunder, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Codeboard of directors, compensation committee or (iii) any applicable law, regulation or rule (including the applicable regulations and rules similar body of the SEC and any national securities exchange)), would: (a) except as is provided in Section 4.3, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2; (b) except as is provided in Section 4.3, decrease the minimum Option Price or ▇▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change the class of persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.1; (e) extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.6such other legal entity, as applicable; or (f) otherwise require shareholder approval to comply with in taking the actions permitted or required by Section 4.3 hereof shall not be eliminated or diminished in any applicable law, regulation or rule (including way by this sentence. With the applicable regulations and rules consent of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such affected Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any an outstanding Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines agreement in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply a manner consistent with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.3, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders of the Company of such action.

Amendment, Modification and Termination. The Board may, at any time and with or without prior noticeNotice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) except as is provided in Section 4.3, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2; (b) except as is provided in Section 4.3, decrease the minimum Option Price or ▇▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change the class of persons Persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.1; (e) extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.67.5, as applicable; or (f) otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.3, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action action: (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for cash or the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders of the Company of such action.

Amendment, Modification and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the CodeISOs, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) except Except as is provided in Section 4.34.2, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2Plan; (b) except Except as is provided in Section 4.34.2, decrease the minimum Option Price or ▇▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change Change the class of persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.1; (e) extend Extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.6, as applicable; or (fe) otherwise Otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.34.2, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action action: (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for the grant of another type of AwardAward or (3) to amend the minimum exercisability or vesting provisions of Sections 6.5, 7.4, 8.4, 9.3 and 10.3 to shorten or decrease such provisions, without, in each such case, first obtaining approval of the shareholders of the Company of such action.

Amendment, Modification and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) except as is provided in Section 4.3, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2; (b) except as is provided in Section 4.3, decrease the minimum Option Price or ▇▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change the class of persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.112.1; (e) extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.6, as applicable; or (f) otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.3, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action action: (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders of the Company of such action.

Amendment, Modification and Termination. The Board may, at any time and with or without prior notice, amend, alter, suspend, or terminate the Plan, and the Committee may, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or prospectively; provided, however, that no such amendment, alteration, suspension, or termination of the Plan shall be made which, without first obtaining approval of the shareholders of the Company (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, (ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the CodeISOs, or (iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) except as is provided in Section 4.34.2, increase the maximum number of Shares which may be sold or awarded under the Plan or increase the maximum limitations set forth in Section 4.2Plan; (b) except as is provided in Section 4.34.2, decrease the minimum Option Price or ▇G▇▇▇▇ ▇▇▇▇▇ requirements of Sections 6.3 and 7.2, respectively; (c) change the class of persons eligible to receive Awards under the Plan; (d) change the Performance Measures set forth in Section 11.1; (e) extend the duration of the Plan or the period during which Options or SARs may be exercised under Section 6.4 or 7.6, as applicable; or (fe) otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange). In addition, (A) no such amendment, alteration, suspension or termination of the Plan or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the previously accrued rights of a Participant under any outstanding Award without the written consent of such Participant, provided, however, that the Board may amend or alter the Plan and the Committee may amend or alter any Award, including any Agreement, either retroactively or prospectively, without the consent of the applicable Participant, (x) so as to preserve or come within any exemptions from liability under Section 16(b) of the Exchange Act, pursuant to the rules and releases promulgated by the SEC (including Rule 16b-3), and/or so that any Award that is intended to qualify as Performance-Based Compensation shall qualify for the performance-based compensation exception under Code Section 162(m) (or any successor provision), or (y) if the Board or the Committee determines in its discretion that such amendment or alteration either (I) is required or advisable for the Company, the Plan or the Award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard or (II) is not reasonably likely to significantly diminish the benefits provided under such Award, or that such diminishment has been or will be adequately compensated, and (B) except as is provided in Section 4.34.2, but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action action: (1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇G▇▇▇▇ ▇▇▇▇▇ thereof, cancel an Option or SAR and replace it with a new Option or SAR with a lower Option Price or ▇G▇▇▇▇ ▇▇▇▇▇, or that has an economic effect that is the same as any such reduction or cancellation; or (2) to cancel an outstanding Option or SAR having an Option Price or ▇G▇▇▇▇ ▇▇▇▇▇ above the then-current Fair Market Value of the Shares in exchange for the grant of another type of Award, without, in each such case, first obtaining approval of the shareholders of the Company of such action.