announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change in control that is the reason for such action.
15.5 Limitations
The grant of Awards shall in no way affect the Companys right to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
15.6 No Fractional Shares
In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares
resulting from such adjustment.
15.7 Limitation on Certain Adjustments
Unless otherwise determined by the Committee, no adjustment or action described in this Section 15 or in any other provision of the
Plan shall be authorized to the extent it would (a) cause the Plan to violate Section 422(b)(1) of the Code, (b) result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of
Rule 16b-3 of the Exchange Act, or (c) cause an Award to fail to be exempt from or comply with Section 409A of the Code.
SECTION 16. AMENDMENT AND TERMINATION
16.1 Amendment, Suspension or Termination of the Plan
(a) Except as otherwise provided in Section 16.1(b), the Board or the Committee may amend, suspend or
terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall
be obtained for any amendment to the Plan.
(b) Notwithstanding Section 16.1(a), the Board or the
Committee may not, except as provided in Section 15, take any of the following actions without approval of the Companys shareholders within twelve (12) months before or after such action: (i) increase the Share Limit imposed in
Section 4.1; or (ii) take any action prohibited under Section 16.4.
16.2 Term of the Plan
(a) Unless sooner terminated as provided herein, the Plan shall terminate on, and no Award (including an Incentive
Stock Option) may be granted pursuant to the Plan after March 14, 2032.
(b) After the Plan is
terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plans terms and conditions.
16.3 Consent of Participant
Except as provided in Section 15 and Section 17.5, the amendment, suspension or termination of the Plan or a portion thereof or
the amendment of an outstanding Award shall not, without the Participants consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Notwithstanding the foregoing, any adjustments
made pursuant to Sections 15.1 through 15.4 shall not require a Participants consent.
16.4 Prohibition on Repricing
Subject to Section 15 hereof, neither the Board nor the Committee shall, without the approval of the shareholders of the
Company, (a) authorize the amendment of any outstanding Option or Stock
B-15