The grant of the SAR (and the shares of Common Stock issuable upon exercise of the SAR) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to grant the SAR or issue any shares of Common Stock subject to the SAR pursuant to this Agreement if any such grant or issuance would violate any such requirements.