This excerpt taken from the PENN DEF 14A filed Apr 30, 2007.
Amendment and Termination. The Directors Plan may be terminated by the Board at any time. The Board may amend the Directors Plan (and the awards issued thereunder), but may not:
· without prior approval of the stockholders, take any action that requires shareholder approval to comply with any tax, regulatory or stock exchange requirements, including increasing the maximum number of shares of common stock that may be issued under the Directors Plan;
· amend the provisions of the Directors Plan regarding the number of options that are issued to Directors; or
· amend the Directors Plan or an award in any way that adversely affects any rights of an outstanding award holder without prior approval of the holder of such award, except in accordance with the Directors Plan or the applicable award.