Addendum No. 2, Sellers’ Facilities on Maui and Hawaii, [Section 19], Notices, is hereby amended by deleting and replacing it in its entirety with the following:
Addendum. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Service Providers who are tax residents of a particular country other than the United States may be subject to an addendum to the Plan in the form of an Appendix. To the extent that the terms and conditions set forth in an Appendix conflict with any provisions of the Plan, the provisions of the Appendix shall govern. The adoption of any such Appendix shall be pursuant to Section 15 above.
Addendum. Notwithstanding any provisions in this Agreement to the contrary, this Award shall be subject to any special terms and conditions for the Employee’s country of residence (and country of employment, if different), as set forth in the applicable addendum to this Agreement. Further, if the Employee transfers residency and/or employment to another country reflected in an addendum to this Agreement, the special terms and conditions for such country will apply to the Employee to the extent determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Award and the Plan (or may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s transfer). Any applicable addendum shall constitute part of this Agreement.
Global Addendum. Notwithstanding any provisions in this document to the contrary, the RSUs will also be subject to the special terms and conditions set forth on [Appendix A] for Grantees who reside outside of the United States. Moreover, if a Grantee is not a resident of any of the countries listed on [Appendix A] as of the Grant Date, but relocates to one of the listed countries at any point thereafter, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. [Appendix A] constitutes part of this Grant Agreement.
#Section 3 of the Addendum is hereby amended and restated to read in its entirety as follows:
Term of Addendum. The Company and the Executive agree that the term of this Addendum shall commence on January 1, 2016.
2.1It is recorded and agreed that this is Addendum No. 8 to the written merger agreement entered into between the Parties, and Newshelf 1114 Proprietary Limited (Registration No. ), a company incorporated and registered in accordance with the laws of South Africa (Newshelf 1114), on 16 August 2013 (as subsequently amended by addenda numbers 1 to 7 thereto) (the Agreement), whereby the Agreement is amended in the respects set out in clause 3 below, with effect from the date on which the Party last signing this Addendum No. 8 signs it (Addendum No. 8 Signature Date).
No legal action to recover benefits or enforce or clarify rights under a Pre-2005 Addendum can be commenced until the Participant or his or her beneficiary has first exhausted the claims and review procedures provided under the Pre-2005 Addendum.
No new deferral elections may be made which are subject to this Pre-2005 Addendum.
[Intentionally omitted]
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