If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Interest, or would disqualify the Plan or any Interest under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to the applicable laws to the extent necessary to so conform and give maximum effect to such provision, or if it cannot be construed or deemed amended without, in the determination of the Plan Administrator, materially altering the intent of the Plan or the Interest, such provision shall be stricken as to such jurisdiction, Person or Interest and the remainder of the Plan shall remain in full force and effect.