Amendment to the 1994 and 2004 Equity Incentive Plans – No Repricing Provision

Summary

This amendment applies to the company's 1994 and 2004 equity incentive plans. It states that the exercise or base price of any stock option or award cannot be reduced after it is granted, and no award can be canceled and replaced with a new one at a lower price unless shareholders approve the change at a formal meeting. This ensures that changes to the terms of stock-based compensation require shareholder consent.

EX-10.5(C) 3 c82240exv10w5xcy.txt AMENDMENT TO THE 1994 PLAN AND TO THE 2004 PLAN EXHIBIT 10.5(c) 12. NO REPRICING OF GRANTS OR AWARDS. Notwithstanding anything in the Plan to the contrary and subject to Section VII.7, the exercise price or base price, as the case may be, of any grant or award hereunder shall not be reduced after the date of such grant or award, and no grant or award hereunder shall be canceled for the purpose of regranting a new grant or award at a lower exercise price or base price, as the case may be, without shareholder approval given at a meeting in which the reduction of such exercise price or base price, or the cancellation and regranting of a grant or award, as the case may be, is considered for approval.