Common use of Amendment, Modification and Termination Clause in Contracts

Amendment, Modification and Termination. The Committee may terminate, amend or modify the Plan. Termination, amendment or modification of the Plan may be in response to changes in the Code, the Exchange Act or national securities exchange regulations, or 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, except as provided in Section 4.3 or Article VI hereof or modify the Plan 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 Participant; provided, however, that in the event of a transaction described in Section 4.3 hereof, the authority of the Committee (or, if another legal entity assumes the obligations of the Company hereunder, of the board of directors, compensation committee or similar body of such other legal entity, as applicable) in taking the actions permitted or required by Section 4.3 hereof shall not be eliminated or diminished in any way by this sentence. With the consent of the affected Participant, the Committee may amend an outstanding Award agreement in a manner consistent with the Plan.

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 terminatemay, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or modify the Plan. Terminationprospectively; provided, amendment however, that no such amendment, alteration, suspension, or modification termination of the Plan may shall be in response to changes in the Code, the Exchange Act or national securities exchange regulations, or for other reasons deemed appropriate by the Committee. Howevermade which, without the requisite first obtaining approval of the shareholders of the CompanyCompany (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, no such termination(ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, amendment or modification may(iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) Materially except as is provided in Section 4.3, increase the total maximum number of Shares which may be issued sold or awarded under this Plan, the Plan or increase the total number of Shares for which Options may be granted under this Plan, maximum limitations set forth in Section 4.2; (b) except as is provided in Section 4.3 hereof4.3, 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 7.5, as applicable; or (bf) Materially modify otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the requirements as to eligibility for participation in applicable regulations and rules of the Plan; or SEC and any national securities exchange). In addition, (cA) Extend the maximum period after the date of grant during which Options may be exercised; or (d) Change the provisions no such amendment, alteration, suspension or termination of the Plan regarding Option Price or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the exercise previously accrued rights of Optionsa Participant under any outstanding Award without the written consent of such Participant, except as provided in Section 4.3 provided, however, that the Board may amend or Article VI hereof or modify alter the Plan in a manner inconsistent with Rule 16b-3 under and the Exchange ActCommittee may amend or alter any Award, Sections 422-424 of the Code including any Agreement, either retroactively or Section 162(m) of the Code. The termination or any modification or amendment of the Plan shall notprospectively, without the consent of the applicable Participant, affect a Participant’s rights (x) so as to preserve or come within any exemptions from liability under an Award previously granted Section 16(b) of the Exchange Act, pursuant to the Participant; providedrules and releases promulgated by the SEC (including Rule 16b-3), howeverand/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 in such amendment or alteration either (I) is required or advisable for the event of a transaction described in Section 4.3 hereofCompany, the authority 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) notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action: (or1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, if 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 legal entity assumes type of Award, without, in each such case, first obtaining approval of the obligations shareholders of the Company hereunder, of the board of directors, compensation committee or similar body of such other legal entity, as applicable) in taking the actions permitted or required by Section 4.3 hereof shall not be eliminated or diminished in any way by this sentence. With the consent of the affected Participant, the Committee may amend an outstanding Award agreement in a manner consistent with the Planaction.

Amendment, Modification and Termination. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that no such amendment, modification or termination shall adversely affect any Award previously granted under the Plan; notwithstanding the foregoing, however, if such action to amend, modify or terminate is due to Korean, U.S. or other applicable law, and such action would adversely affect any Tranche A VSO or Tranche B VSO previously granted, then such action shall be permitted if separate provision is made such that the economic benefits of such previously granted Tranche A VSOs and Tranche B VSOs are substantially preserved in a different fashion, to the extent permitted by law and as determined by the Committee in good faith. If an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the benefits accruing to Participants, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, or (iv) otherwise constitute a material change, then such amendment shall be subject to Board approval and, to the extent required by applicable law, shareholder approval; provided, further, that the Board or Committee may terminate, amend or modify the Plan. Termination, condition any other amendment or modification of on the Plan may be in response to changes in the Code, the Exchange Act or national securities exchange regulations, or for other reasons deemed appropriate by the Committee. However, without the requisite approval of the shareholders of the CompanyCompany for any reason, no including by reason of such terminationapproval being necessary or deemed advisable to comply with the listing or other requirements of an Exchange or to satisfy any other tax, amendment securities or modification may: (a) Materially increase other applicable laws, policies or regulations. At any time and from time to time, the total number Committee may amend, modify or terminate any outstanding Award without approval 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, except as provided in Section 4.3 or Article VI hereof or modify the Plan 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 Participant; provided, however, that no such amendment, modification or termination shall adversely affect any Award previously granted under the Plan; notwithstanding the foregoing, however, if such action to amend, modify or terminate is due to Korean, U.S. or other applicable law, and such action would adversely affect any portion of any Tranche A VSO or Tranche B VSO previously granted under the Plan, then such action shall be permitted if separate provision is made such that the economic benefits of any such portion of such previously granted Tranche A VSOs or Tranche B VSOs are substantially preserved in a different fashion, to the event of a transaction described in Section 4.3 hereof, the authority of extent permitted by law and as determined by the Committee (or, if another legal entity assumes the obligations of the Company hereunder, of the board of directors, compensation committee or similar body of such other legal entity, as applicable) in taking the actions permitted or required by Section 4.3 hereof shall not be eliminated or diminished in any way by this sentence. With the consent of the affected Participant, the Committee may amend an outstanding Award agreement in a manner consistent with the Plangood faith.

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 terminatemay, to the extent permitted by the Plan, amend the terms of any Award theretofore granted, including any Award Agreement, in each case, retroactively or modify the Plan. Terminationprospectively; provided, amendment however, that no such amendment, alteration, suspension, or modification termination of the Plan may shall be in response to changes in the Code, the Exchange Act or national securities exchange regulations, or for other reasons deemed appropriate by the Committee. Howevermade which, without the requisite first obtaining approval of the shareholders of the CompanyCompany (where such approval is necessary to satisfy (i) the then-applicable requirements of Rule 16b-3, no such termination(ii) any requirements under the Code relating to ISOs or for exemption from Section 162(m) of the Code, amendment or modification may(iii) any applicable law, regulation or rule (including the applicable regulations and rules of the SEC and any national securities exchange)), would: (a) Materially except as is provided in Section 4.3, increase the total maximum number of Shares which may be issued sold or awarded under this Plan, the Plan or increase the total number of Shares for which Options may be granted under this Plan, maximum limitations set forth in Section 4.2; (b) except as is provided in Section 4.3 hereof4.3, 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 12.1; (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 (bf) Materially modify otherwise require shareholder approval to comply with any applicable law, regulation or rule (including the requirements as to eligibility for participation in applicable regulations and rules of the Plan; or SEC and any national securities exchange). In addition, (cA) Extend the maximum period after the date of grant during which Options may be exercised; or (d) Change the provisions no such amendment, alteration, suspension or termination of the Plan regarding Option Price or any Award theretofore granted, including any Award Agreement, shall be made which would materially impair the exercise previously accrued rights of Optionsa Participant under any outstanding Award without the written consent of such Participant, except as provided in Section 4.3 provided, however, that the Board may amend or Article VI hereof or modify alter the Plan in a manner inconsistent with Rule 16b-3 under and the Exchange ActCommittee may amend or alter any Award, Sections 422-424 of the Code including any Agreement, either retroactively or Section 162(m) of the Code. The termination or any modification or amendment of the Plan shall notprospectively, without the consent of the applicable Participant, affect a Participant’s rights (x) so as to preserve or come within any exemptions from liability under an Award previously granted Section 16(b) of the Exchange Act, pursuant to the Participant; providedrules and releases promulgated by the SEC (including Rule 16b-3), howeverand/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 in such amendment or alteration either (I) is required or advisable for the event Company, the Plan or the Award to satisfy, comply with or meet the requirements of a transaction described 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 hereof4.3, the authority but notwithstanding any other provisions of the Plan, neither the Board nor the Committee may take any action: (or1) to amend the terms of an outstanding Option or SAR to reduce the Option Price or ▇▇▇▇▇ ▇▇▇▇▇ thereof, if 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 legal entity assumes type of Award, without, in each such case, first obtaining approval of the obligations shareholders of the Company hereunder, of the board of directors, compensation committee or similar body of such other legal entity, as applicable) in taking the actions permitted or required by Section 4.3 hereof shall not be eliminated or diminished in any way by this sentence. With the consent of the affected Participant, the Committee may amend an outstanding Award agreement in a manner consistent with the Planaction.

Amendment, Modification and Termination. The Committee At any time and from time to time, the Board may terminate, amend or modify the Plan. Termination, Such amendment or modification of the Plan may be without shareholder approval, except to the extent that (a) such amendment (i) materially increases the aggregate number of shares of Common Stock that may be issued under the Plan, (ii) materially increases the benefits to Participants under the Plan, or (iii) materially changes the requirements for eligibility to participate in response to changes in the Plan, or (b) such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act or Act, by any national securities exchange regulationsor system on which the Common Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules, or for other reasons deemed appropriate regulations. In addition, except as provided in Article XI, the Option Price of any outstanding Option may not be adjusted or amended, whether through amendment, cancellation or replacement, unless such adjustment or amendment is approved by the Committee. However, without the requisite approval of the shareholders of the Company, no such . No termination, amendment amendment, or modification may: (a) Materially increase of the total number Plan, other than pursuant to Section 13.05 herein, shall in any manner adversely affect any Grant or Award theretofore issued under the Plan, without the written consent of Shares which the Participant. The Committee may be amend the terms of any Grant or Award theretofore issued under this Plan, prospectively or retrospectively, but no such amendment shall impair the total number rights of Shares any Participant without the Participant's written consent except an amendment provided for which Options may be granted under this or contemplated in the terms of the Grant or Award, an amendment made to cause the Plan, except as or Grant or Award, to qualify for the exemption provided in Section 4.3 hereof; or (b) Materially modify the requirements as by Rule 16b-3, or an amendment 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, except as provided in Section 4.3 or make an adjustment under Article VI hereof or modify the Plan 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 Participant; provided, however, that in the event of a transaction described in Section 4.3 hereof, the authority of the Committee (or, if another legal entity assumes the obligations of the Company hereunder, of the board of directors, compensation committee or similar body of such other legal entity, as applicable) in taking the actions permitted or required by Section 4.3 hereof shall not be eliminated or diminished in any way by this sentence. With the consent of the affected Participant, the Committee may amend an outstanding Award agreement in a manner consistent with the PlanXI.