This excerpt taken from the AVSR DEF 14A filed Apr 22, 2005.
Amendment and Termination
The board of directors may amend, alter, suspend or terminate the Director Plan at any time and for any reason. No action by the board of directors or stockholders may alter or impair any option previously granted under the Director Plan without the written consent of the optionee.
The Director Plan currently provides that any amendment of the Director Plan shall not affect options already granted and such options shall remain in full force and effect as if the plan had not been amended. The Director Plan, amended as proposed, would provide the Board with the discretionary authority to cause any amendment or series of amendments to the Director Plan to apply not only to options granted on or after the date of the amendment(s), but also to options granted prior to the date of the amendment(s). However, the Director Plan would continue to provide that no amendment shall be made which would impair the rights of any optionee under any grant made prior to the date of the amendment without his or her consent. The proposed amendments to the Director Plan outlined in this Proposal Three will not affect options already granted under the Director Plan and such options shall remain in full force and effect as if the plan had not been amended.
The Company will obtain stockholder approval of any amendment of the Director Plan as necessary to comply with any applicable law, regulation or stock exchange rule. Unless earlier terminated by the board of directors, the Director Plan will terminate in April 2010.