EXHIBIT 10.5(c)

12. NO REPRICING OF GRANTS OR AWARDS. Notwithstanding anything in the Plan to
the contrary and subject to Section VII.7, the exercise price or base price, as
the case may be, of any grant or award hereunder shall not be reduced after the
date of such grant or award, and no grant or award hereunder shall be canceled
for the purpose of regranting a new grant or award at a lower exercise price or
base price, as the case may be, without shareholder approval given at a meeting
in which the reduction of such exercise price or base price, or the cancellation
and regranting of a grant or award, as the case may be, is considered for
approval.