Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: # determine which Affiliates shall be covered by the Plan; # determine which Eligible Individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; # establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limits contained in [Sections 3.1 and 3.3]3] hereof, respectively; and # take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law.
Foreign Participants.Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its AffiliatesSubsidiaries operate or have Employees, Non-Employee Directorsemployees or Consultants, or in order to comply with the requirements of any foreign securities exchange,other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: # determine which AffiliatesSubsidiaries shall be covered by the Plan; # determine which Eligible Individualsindividuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to Eligible Individualsindividuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange;laws; # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions mayto be necessary or advisable;advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limitsshare limitations contained in [Sections 3.1 and 3.3]3] hereof, respectively;[Section 3(a)] hereof; and # take any action, before or after an Award is made, that it deemsthe Administrator determines to be necessary or advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange.approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law.the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.
Foreign Participants.Non-U.S. Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its AffiliatesSubsidiaries operate or have Employees, Non-Employee Directorsemployees or Consultants, or in order to comply with the requirements of any foreign securities exchange,other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: # determine which AffiliatesSubsidiaries shall be covered by the Plan; # determine which Eligible Individualsindividuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to Eligible Individualsindividuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange;laws; # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions mayto be necessary or advisable;advisable (and such subplans and/or modifications shall be incorporated into and made part of this Plan); provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limitsshare limitation contained in [Sections 3.1 and 3.3]3] hereof, respectively;[Section 3(a)] hereof; and # take any action, before or after an Award is made, that it deemsthe Administrator determines to be necessary or advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange.approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law.the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.
Foreign Participants.Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, in order to comply with theapplicable laws in countries other countriesthan the United States in which the Company andor any of its Affiliates operateSubsidiaries operates or have Employees, Non-Employee Directorshas employees, directors or Consultants,other service providers from time to time, or in order to complyensure that the Company complies with theany applicable requirements of any foreign securities exchange,exchanges, the Administrator,Committee, in its sole discretion, shall have the power and authority to: # determine which Affiliatesof its Subsidiaries shall be covered by the Plan;Plan; # determine which Eligible IndividualsPersons outside the United States are eligible to participate in the Plan;Plan; # modify the terms and conditions of any Award granted to Eligible IndividualsPersons outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange;exchange; # establish subplanssub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable;advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such subplanssub-plans and/or modifications shall increase the Share Limit or Individual Award Limitsshare limitations contained in [Sections 3.1 and 3.3]3] hereof, respectively;[Section 4(a)]; and # take any action, before or after an Award is made,granted, that it deems advisable to obtain approval or comply with any necessary localapplicable governmental regulatory exemptions or approvalsapproval or listing requirements of any such foreign securities exchange. NotwithstandingFor purposes of the foregoing, the Administrator may not take any actions hereunder, and no AwardsPlan, all references to foreign laws, rules, regulations or taxes shall be granted, that would violate Applicable Law.references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.
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