Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders.
Non-U.S. Participants. In order toOther Jurisdictions. To facilitate the making of any grant or combination of grantsan Award under this Plan, the Committee may provide for such special terms for awardsAwards to Participants who are foreign nationals or who are employed by the Company or any SubsidiaryAffiliate outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,The Company may adopt rules and procedures relating to the Committee may approve such supplements to or amendments, restatements or alternative versionsoperation and administration of this Plan (including sub-plans) (to be considered partto accommodate the specific requirements of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affectinglocal laws and procedures of particular countries. Without limiting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer offoregoing, the Company may certify any such document as having been approvedis specifically authorized to adopt rules and adopted inprocedures regarding the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistentconversion of local currency, taxes, withholding procedures and handling of stock certificates which vary with the termscustoms and requirements of this Planparticular countries. The Company may adopt sub-plans and establish escrow accounts and trusts as then in effect unless this Plan could have been amendedmay be appropriate or applicable to eliminate such inconsistency without further approval by the Stockholders.particular locations and countries.
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