Common use of Amendment and Termination; Waiver Clause in Contracts

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended altered and/or terminated at any time, prospectively or retroactively, time by the Administrator; provided, however, that any such amendment, alteration, suspension alteration or termination of the Award Option shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consentconsent and without shareholder approval, unless such approval is required by Applicable Laws) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including but in no way not limited to Code Section 409A and Code Section 422 or related regulations or other guidance and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A 409A, Code Section 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended altered and/or terminated at any time, prospectively or retroactively, time by the Administrator; provided, however, that any such amendment, alteration, suspension alteration or termination of the Award shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consentconsent and without shareholder approval, unless such shareholder approval is required by Applicable Laws) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including but in no way not limited to Code Section 409A of the Code and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement the Administrator may be amendedamend, alteredalter, suspended suspend and/or terminated at any timeterminate the Option, prospectively or retroactively, by the Administrator; provided, however, that any but such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the ParticipantParticipant (except as otherwise provided in this Section 13), materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including including, but in no way not limited to to, Code Section 409A 409A, Code Section 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement the Administrator may be amendedamend, alteredalter, suspended suspend and/or terminated at any timeterminate the Option, prospectively or retroactively, by the Administrator; provided, however, that any but such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the ParticipantParticipant (except as otherwise provided in this Section 13), materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including including, but in no way not limited to to, Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement the Administrator may be amendedamend, alteredalter, suspended suspend and/or terminated at any timeterminate the Option, prospectively or retroactively, by the Administrator; provided, however, that any but such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the ParticipantParticipant (except as otherwise provided in the Plan or this Section 12), materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including including, but in no way limited to to, Code Section 409A 409A, Code Section 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended altered and/or terminated at any time, prospectively or retroactively, time by the Administrator; provided, however, that any such amendment, alteration, suspension alteration or termination of the Award RSUs shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the AwardRSUs. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consentconsent and without shareholder approval, unless such approval is required by Applicable Laws) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including but in no way not limited to Code Section 409A and Code Section 422 or related regulations or other guidance and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award RSUs in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A 409A, Code Section 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. 14.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement the Administrator may be amendedamend, alteredalter, suspended suspend and/or terminated at any timeterminate the Option, prospectively or retroactively, by the Administrator; provided, however, that any but such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the ParticipantParticipant (except as otherwise provided in the Plan or this Section 11), materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including including, but in no way limited to to, Code Section 409A 409A, Code Section 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended altered and/or terminated at any time, prospectively or retroactively, time by the Administrator; provided, however, that any such amendment, alteration, suspension alteration or termination of the Award Option shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consentconsent and without shareholder approval, unless such shareholder approval is required by Applicable Laws) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including but in no way not limited to Section 409A of the Code, Code Section 409A 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company Corporation or any Affiliate, or the financial statements of the Company Corporation or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company Corporation of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. 16.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. 15.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award Option shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the AwardOption. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award Option in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended altered and/or terminated at any time, prospectively or retroactively, time by the AdministratorBoard; provided, however, that any such amendment, alteration, suspension alteration or termination of the Award shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding the foregoing, the Administrator Board shall have unilateral authority to amend the Plan and this Agreement (without Participant consentconsent and without shareholder approval, unless such approval is required by Applicable Laws) to the extent necessary to comply with Applicable Law Laws or changes to Applicable Law Laws (including but in no way not limited to Code Section section 409A or related regulations or other guidance and federal securities laws). The Administrator also Board shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any AffiliateSubsidiary, or the financial statements of the Company or any AffiliateSubsidiary, or of changes in Applicable Law, or accounting principles, if the Administrator Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Lawprinciples. The waiver by the Company of a breach of any provision of this the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or retroactively, by the Administrator; provided, however, that any such amendment, alteration, suspension or termination of the Award shall not, without the written consent of the Participant, materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.of