Common use of Amendment of Plan Clause in Contracts

Amendment of Plan. The Board of Directors may amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter the rights, duties or responsibilities of the Named Fiduciary or Trustees without their written consent; (b) Permit any portion of the Trust Fund to inure to the benefit of the Company or permit any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan; or (c) Have the effect of decreasing the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code; (d) Have the effect of reducing any then vested percentage of benefits of any Participant as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day period.

Amendment of Plan. The Subject to the limitations on amendments set forth in this Section, the Board of Directors may of BancFirst Corporation shall have the right to alter or amend this Plan at any time in whole or in part; provided, no amendment shall authorize or permit any part of the Trust Fund to be used or diverted to any purpose other than the exclusive benefit of the Participants, former Participants or their Beneficiaries, nor shall any amendment deprive any Participant of the portion of his account vested in such Participant as determined under Section 6.2 if such Participant’s employment were terminated at the time of amendment, nor shall any amendment or termination of the Plan deprive a Participant from electing to receive his distribution in Qualifying Employer Securities and Employer Securities, exercising his rights to vote Qualifying Employer Securities and Employer Securities, exercising his rights with respect to all Participating Companies any “Put Option” granted to him under this Plan, or allow any Qualifying Employer Securities acquired with respect the proceeds of an Exempt Loan to become subject to a particular Participating Company put, call, buy, sell or other similar arrangement when held by or distributed from the Plan (whether or not the Plan then qualifies under Section 4975 of the Code) except as set forth at any time, and from time to time, pursuant to written resolutions adopted Section 6.13 of the Plan. Any amendment shall become effective upon adoption by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); providedfollowed by delivery of a written copy thereof to the Trustee. No amendment hereof by BancFirst Corporation, howeverunless made to secure the approval of the Internal Revenue Service or other government bureau or agency, that no such amendment shall: (a) Alter the rightsdecrease any Participant’s account balance, duties benefit, or responsibilities eliminate an optional form of the Named Fiduciary or Trustees without their written consent; (b) Permit any portion of the Trust Fund to inure distribution, except a Participant’s account balance may be reduced to the benefit of the Company or permit any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan; or (c) Have the effect of decreasing the “accrued benefit” of any Participant as proscribed in extent permitted under Section 411(d)(6412(c)(8) of the Code; (db) Have change the effect of reducing any then vested percentage of benefits of any Participant as computed in accordance with the vesting schedule under Article VII duties or responsibilities of the Plan. If Trustee without the vesting schedule under Article VII written consent or approval of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such noticeTrustee; or (2c) The effective date of such amendment within which to make such election. Such election shall be exercised by cause or permit the Participant by delivering Trust Fund or sending written notice any portion thereof to be used or disbursed for the Named Fiduciary prior to benefit of the expiration Employer, it being understood that the Trust Fund shall at all times be held, administered and distributed for the exclusive benefit of such sixty (60) day periodParticipants and Beneficiaries.

Amendment of Plan. The Board of Directors may amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter Subject to clause 21.1(b) and the rightsConstitution, duties the Board may at any time amend these Rules or responsibilities of the Named Fiduciary or Trustees without their written consent;terms and conditions upon which any Options have been issued under the Plan (including any Invitation Letter). (b) Permit No amendment to these Rules or to Options granted under the Plan (or any portion Invitation Letter) may be made if the amendment materially reduces the rights of any Participant in respect of Options granted to them prior to the date of the Trust Fund amendment, other than: (i) an amendment introduced primarily: (A) to inure benefit the administration of the Plan; (B) for the purposes of complying with or conforming to present or future legislation governing or regulating the Plan or like plans; (C) to correct any manifest error or mistake; (D) to allow the implementation of a trust arrangement in relation to the benefit holding of Plan Shares granted under the Plan; (E) for the purpose of complying with the Applicable Laws; and/or (F) to take into consideration possible adverse taxation implications in respect of the Company Plan including changes to applicable taxation legislation or permit the interpretation of that legislation by a court of competent jurisdiction or any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of rulings from taxation authorities administering the Plansuch legislation; or (ii) an amendment agreed to in writing by the Participant(s). (c) Have The Board may determine that any amendment to these Rules or the effect terms of decreasing Options granted under the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code;Plan be given retrospective effect. (d) Have Amendment of these Rules or the terms and conditions upon which Options are granted under the Plan by the Board will be of immediate effect unless otherwise determined by the Board. (e) As soon as reasonably practicable after making any amendment to these Rules or the terms and conditions of reducing Options granted under the Plan, the Board will give notice of the amendment to any then vested percentage of benefits Participant affected by the amendment. Failure by the Board to notify a Participant of any Participant amendment will not invalidate the amendment as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled it applies to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the that Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day period.

Amendment of Plan. The Board of Directors may amend amend, suspend or terminate the Plan with respect or any portion thereof at any time provided that (i) to all Participating Companies or with respect the extent required by Section 162(m), no Award granted to a particular Participating Company at any time, and from time Participant that is intended to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (acomply with Section 162(m) Alter the rights, duties or responsibilities of the Named Fiduciary or Trustees without their written consent; (b) Permit any portion of the Trust Fund to inure to the benefit of the Company or permit any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan; or (c) Have the effect of decreasing the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code; (d) Have the effect of reducing any then vested percentage of benefits of any Participant as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled to receive had the vesting schedule not been so amended, then each Participant who is an Employee on after the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the Participant’s vested interest computed without regard to such amendment. Written notice of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until the availability Company’s stockholders approve such amendment in the manner required by Section 162(m); (ii) no amendment that would require stockholder approval under the rules of NASDAQ may be made effective unless and until the Company’s stockholders approve such election must be given amendment; and (iii) if NASDAQ amends its corporate governance rules so that such rules no longer require stockholder approval of material amendments to each such Participantequity compensation plans, then, from and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election the NASDAQ rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan (other than pursuant to Section 4(a)(4) or 10), (B) expanding the types of Awards that may be granted under the Plan, or (C) materially expanding the class of participants eligible to participate in the Plan shall be exercised by effective unless and until the Participant by delivering Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or sending written notice thereof amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Named Fiduciary Plan adopted in accordance with this Section 12(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (2) it may not be exercised or settled (or otherwise result in the issuance of Common Stock) prior to the expiration of such sixty (60) day periodstockholder approval.

Amendment of Plan. The Board of Directors may amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter Subject to clause 20.1(b) and the rightsConstitution, duties the Board may at any time amend these Rules or responsibilities of the Named Fiduciary or Trustees without their written consent;terms and conditions upon which any Options have been issued under the Plan (including any Invitation Letter). (b) Permit No amendment to these Rules or to Options granted under the Plan (or any portion Invitation Letter) may be made if the amendment materially reduces the rights of any Participant in respect of Options granted to them prior to the date of the Trust Fund amendment, other than:‌ (i) an amendment introduced primarily: (A) to inure benefit the administration of the Plan; (B) for the purposes of complying with or conforming to present or future legislation governing or regulating the Plan or like plans; (C) to correct any manifest error or mistake; (D) to allow the implementation of a trust arrangement in relation to the benefit holding of Plan Shares granted under the Plan; (E) for the purpose of complying with the Applicable Laws; and/or (F) to take into consideration possible adverse taxation implications in respect of the Company Plan including changes to applicable taxation legislation or permit the interpretation of that legislation by a court of competent jurisdiction or any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of rulings from taxation authorities administering the Plansuch legislation; or (ii) an amendment agreed to in writing by the Participant(s). (c) Have The Board may determine that any amendment to these Rules or the effect terms of decreasing Options granted under the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code;Plan be given retrospective effect. (d) Have Amendment of these Rules or the terms and conditions upon which Options are granted under the Plan by the Board will be of immediate effect unless otherwise determined by the Board. (e) As soon as reasonably practicable after making any amendment to these Rules or the terms and conditions of reducing Options granted under the Plan, the Board will give notice of the amendment to any then vested percentage of benefits Participant affected by the amendment. Failure by the Board to notify a Participant of any Participant amendment will not invalidate the amendment as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled it applies to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the that Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day period.

Amendment of Plan. The Board of Directors may amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter Subject to clause 20.1(b) and the rightsConstitution, duties the Board may at any time amend these Rules or responsibilities of the Named Fiduciary or Trustees without their written consent;terms and conditions upon which any Options have been issued under the Plan (including any Invitation Letter). (b) Permit No amendment to these Rules or to Options granted under the Plan (or any portion Invitation Letter) may be made if the amendment materially reduces the rights of any Participant in respect of Options granted to them prior to the date of the Trust Fund amendment, other than: (i) an amendment introduced primarily: (A) to inure benefit the administration of the Plan; (B) for the purposes of complying with or conforming to present or future legislation governing or regulating the Plan or like plans; (C) to correct any manifest error or mistake; (D) to allow the implementation of a trust arrangement in relation to the benefit holding of Plan Shares granted under the Plan; (E) for the purpose of complying with the Applicable Laws; and/or (F) to take into consideration possible adverse taxation implications in respect of the Company Plan including changes to applicable taxation legislation or permit the interpretation of that legislation by a court of competent jurisdiction or any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of rulings from taxation authorities administering the Plansuch legislation; or (ii) an amendment agreed to in writing by the Participant(s). (c) Have The Board may determine that any amendment to these Rules or the effect terms of decreasing Options granted under the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code;Plan be given retrospective effect. (d) Have Amendment of these Rules or the terms and conditions upon which Options are granted under the Plan by the Board will be of immediate effect unless otherwise determined by the Board. (e) As soon as reasonably practicable after making any amendment to these Rules or the terms and conditions of reducing Options granted under the Plan, the Board will give notice of the amendment to any then vested percentage of benefits Participant affected by the amendment. Failure by the Board to notify a Participant of any Participant amendment will not invalidate the amendment as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled it applies to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the that Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day period.

Amendment of Plan. The Board shall have the authority to authorize variations from or amendments to the provisions of Directors this Plan as may amend be necessary or appropriate to effect the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter the rights, duties or responsibilities Liquidation of the Named Fiduciary or Trustees without their written consent; (b) Permit any portion Fund, the distribution of the Trust Fund Fund's net assets to inure to the benefit of the Company or permit any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan; or (c) Have the effect of decreasing the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code; (d) Have the effect of reducing any then vested percentage of benefits of any Participant as computed its shareholders in accordance with the vesting schedule under Article VII laws of the Plan. If State of Delaware, the vesting schedule under Article VII 1940 Act, the Code, and the Fund's Organizational Documents, and the winding up of the affairs of the Fund, if the Board determines that such action would be advisable and in the best interests of the Fund and its shareholders. The Board may abandon this Plan at any time with respect to the Fund if it determines that abandonment would be advisable and in the best interests of the Fund and its shareholders. Adopted by the Board on September 20, 2016. Sub-Item 77Q1(e) PLAN OF LIQUIDATION AND DISSOLUTION OF INVESCO UNCONSTRAINED BOND FUND THIS PLAN OF LIQUIDATION AND DISSOLUTION (the "Plan") is intended to accomplish the complete liquidation and dissolution of Invesco Unconstrained Bond Fund (the "Fund"), a series portfolio of AIM Investment Funds (Invesco Investment Funds) (the "Trust"), a statutory trust organized under the laws of the State of Delaware registered with the Securities and Exchange Commission as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), in conformity with the laws of the State of Delaware, the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and the Trust's Amended and Restated Agreement and Declaration of Trust, as amended, (the "Declaration of Trust"), and Amended and Restated Bylaws (the "Bylaws") (collectively, the "Organizational Documents"). This Plan shall be amended and such an amendment would, at any time, decrease to the percentage extent appropriate constitute a separate Plan of vested benefits which any Participant would have been entitled Liquidation with respect to receive had each of the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is laterFunds, and who has three (3) the liquidation of or failure to liquidate one or more Periods of Service as of the end Funds shall not affect the application of this Plan to any other Fund. All references in this Plan to action taken by the Fund shall be deemed to refer to action taken by the Trust on behalf of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day periodFund.

Amendment of Plan. The Board of Directors may amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter Subject to clause 22.1(b) and the rightsConstitution, duties the Board may at any time amend these Rules or responsibilities of the Named Fiduciary or Trustees without their written consent;terms and conditions upon which any Options have been issued under the Plan (including any Invitation Letter). (b) Permit No amendment to these Rules or to Options granted under the Plan (or any portion Invitation Letter) may be made if the amendment materially reduces the rights of any Participant in respect of Options granted to them prior to the date of the Trust Fund amendment, other than: (i) an amendment introduced primarily: (A) to inure benefit the administration of the Plan; (B) for the purposes of complying with or conforming to present or future legislation governing or regulating the Plan or like plans; (C) to correct any manifest error or mistake; (D) to allow the implementation of a trust arrangement in relation to the benefit holding of Plan Shares granted under the Plan; (E) for the purpose of complying with the Applicable Laws; and/or (F) to take into consideration possible adverse taxation implications in respect of the Company Plan including changes to applicable taxation legislation or permit the interpretation of that legislation by a court of competent jurisdiction or any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of rulings from taxation authorities administering the Plansuch legislation; or (ii) an amendment agreed to in writing by the Participant(s). (c) Have The Board may determine that any amendment to these Rules or the effect terms of decreasing Options granted under the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code;Plan be given retrospective effect. (d) Have Amendment of these Rules or the terms and conditions upon which Options are granted under the Plan by the Board will be of immediate effect unless otherwise determined by the Board. (e) As soon as reasonably practicable after making any amendment to these Rules or the terms and conditions of reducing Options granted under the Plan, the Board will give notice of the amendment to any then vested percentage of benefits Participant affected by the amendment. Failure by the Board to notify a Participant of any Participant amendment will not invalidate the amendment as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled it applies to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the that Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day period.

Amendment of Plan. The Board of Directors may right is reserved to the employer to amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company its plan at any time, time and from time to time, pursuant to written resolutions adopted by the Board of Directors (time and all Employees and persons parties or any person claiming any interest hereunder shall be bound thereby); provided, however, that except no person having an already vested interest in such plan shall be deprived of any interest already existing nor have such interest adversely affected. No such amendment shall: (a) Alter shall have the rightseffect of vesting in the Employer any right, title or interest to any Policy, group annuity contract or funds held under the Trust. The decision of the Employer shall be binding upon the Participants and all other persons and parties interested, as to whether or not any amendment does deprive a Participant or any other person or adversely affects such interest. The consent of the Trustee shall not be necessary to any Plan amendment unless in his opinion his duties or responsibilities liabilities have been increased. No amendment to the Adoption Agreement shall be made or shall be valid if it would result in causing the Employer's Plan to become disqualified under the controlling provisions of the Named Fiduciary Internal Revenue Code or Trustees without their written consent; (b) Permit any portion its applicable Regulations or applicable and controlling rulings of the Trust Fund Secretary of the Treasury or his delegate, or under final decisions of any Federal Court. Participants shall be notified of any Plan amendments. No such amendment shall affect any other Employer who had adopted this Plan. No amendment to inure the Plan shall decrease a Participant's Account balance or eliminate an optional form of distribution. Furthermore, no amendment to the Plan shall have the affect of decreasing a Participant's vested interest determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective. An adopting Employer may amend the Plan by adding overriding plan language to the Adoption Agreement where such language is necessary to satisfy Sections 415 or 416 of the Internal Revenue Code because of the required aggregation of multiple plans under these Sections. Except for (i) changes to the choice of options in the Adoption Agreement or (ii) amendments stated in the Adoption Agreement which allow the plan to satisfy Section 415 of the Internal revenue Code or to avoid duplication of minimums under section 416 of the Code because of the required aggregation of multiple plans, if the adopting Employer amends the Plan or nonelective portions of the Adoption Agreement, it will no longer participate in the master or prototype plan, but will be considered to have an individually designed plan. In the case of any merger, consolidation with or transfer of assets or liabilities by the Employer to another Plan, each Participant in the Plan on the date of the transaction shall have a benefit in the surviving Plan (determined as if such Plan were terminated immediately after the transaction) at least equal to the benefit of the Company or permit any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan; or (c) Have the effect of decreasing the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code; (d) Have the effect of reducing any then vested percentage of benefits of any Participant as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant he would have been entitled to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary immediately prior to the expiration transaction if the Plan had then terminated. However, this provision shall not be construed to be a termination or discontinuance of such sixty (60) day periodPlan or to be a guarantee of a specific level of benefits from this Plan.