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This excerpt taken from the MCRS DEF 14A filed Oct 14, 2009. AMENDMENTS. The
Board of Directors may amend or terminate the Plan in whole or in part as it
deems appropriate and proper; provided, however, except as provided in Section
7, (i) without shareholder approval no action may be taken which changes the
minimum option price, increases the maximum term of options, materially
increases the benefits accruing to Grantees under the Plan, materially increases
the number of Shares which may be subject to options pursuant to this Plan, or
materially modifies the requirements as to eligibility for participation
hereunder, and (ii) without the consent of the Grantee, no action may be taken
which adversely affects the rights of such Grantee concerning an
option.
10.
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