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This excerpt taken from the MEMY DEF 14A filed Jun 28, 2005. Miscellaneous Section
11.1. Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for
purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting
supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable and
(ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements
adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and
the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such
supplement.
B-9 Section 11.2. Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of
Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
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