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Foreign 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 Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: # determine which Subsidiaries shall be covered by the Plan; # determine which individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or 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 limitations contained in Section 3(a) hereof; and # take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

ForeignNon-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 Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: # determine which Subsidiaries shall be covered by the Plan; # determine which individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached toincorporated into and made part of this Plan as appendices)Plan); provided, however, that no such subplans and/or modifications shall increase the share limitationslimitation contained in Section 3(a) hereof; and # take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

Foreign Award Recipients.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 SubsidiariesAffiliates operate or have employeesEmployees, Non-Employee Directors or other individuals eligible for Awards,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 SubsidiariesAffiliates shall be covered by the Plan; # determine which individualsEligible Individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to individualsEligible Individuals outside the United States to comply with applicable foreign laws;laws or listing requirements of any such foreign securities exchange; # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions tomay be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices);advisable; provided, however, that no such subplans and/or modifications shall increase the share limitationsShare Limit or Individual Award Limits contained in Section 3(a) hereof;Sections 3.1 and 3.3 hereof, respectively; and # take any action, before or after an Award is made, that the Administrator determines to be necessary orit deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals.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 the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.Applicable Law.

Foreign Award Recipients. Notwithstanding any provision ofSection # Participants Based Outside the Plan to the contrary, in order to complyUnited States. To conform with the provisions of local laws and regulations, or with local compensation practices and policies, in otherforeign countries in which the Company or any of its Affiliates operate, but subject to the limitations set forth herein regarding the maximum number of shares issuable hereunder and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall havemaximum award to any single Participant, the power and authority to: # determine which Subsidiaries shall be covered by the Plan; # determine which individuals outside the United States are eligible to participate in the Plan;Administrator may # modify the terms and conditions of any AwardAwards granted to individualsEmployees employed outside the United States to comply with applicable foreign laws;(“Non-U.S. Awards”), # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determineswith such actions tomodifications as may be necessary or 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 increaseunder the share limitations contained in Section 3(a) hereof;circumstances (“Subplans”) and # take any action, beforeaction which it deems advisable to obtain, comply with or after an Awardotherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan. The Administrator’s decision to grant Non-U.S. Awards or to establish Subplans is made, thatentirely voluntary, and at the complete discretion of the Administrator. The Administrator may amend, modify or terminate any Subplans at any time, and such amendment, modification or termination may be made without prior notice to the Participants. The Company, Affiliates and members of the Administrator determinesshall not incur any liability of any kind to any Participant as a result of any change, amendment or termination of any Subplan at any time. The benefits and rights provided under any Subplan or by any Non-U.S. Award # are wholly discretionary and, although provided by either the Company or an Affiliate, do not constitute regular or periodic payments and # except as otherwise required under applicable laws, are not to be necessaryconsidered part of the Participant’s salary or advisable to obtain approvalcompensation under the Participant’s employment with the Participant’s local employer for purposes of calculating any severance, resignation, redundancy or comply withother end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any local governmental regulatory exemptionsother payments, benefits or approvals. Notwithstanding the foregoing,rights of any kind. If a Subplan is terminated, the Administrator may not take any actions hereunder, and nodirect the payment of Non-U.S. Awards (or direct the deferral of payments whose amount shall be granted, thatdetermined) prior to the dates on which payments would violate the Exchange Actotherwise have been made, and determine if such payments may be made in a lump sum or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.in installments.

Foreign Award Recipients.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 Subsidiaries operateoperates or have employeeshas employees, directors or other individuals eligible for Awards,service providers from time to time, or to ensure that the Administrator,Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: # determine which of its Subsidiaries shall be covered by the Plan;Plan; # determine which individualsEligible Persons outside the United States are eligible to participate in the Plan;Plan; # modify the terms and conditions of any Award granted to individualsEligible Persons outside the United States to comply with applicable foreign laws;laws or listing requirements of any foreign exchange; # establish subplanssub-plans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions tomay be necessary or advisable (and(any such subplanssub-plans and/or modifications shall be attached to thisthe Plan as appendices);, provided, however, that no such subplanssub-plans and/or modifications shall increase the share limitations contained in Section 3(4(a) hereof;; and # take any action, before or after an Award is made,granted, that the Administrator determines to be necessary orit deems advisable to obtain approval or comply with any localapplicable governmental regulatory exemptions or approvals. Notwithstandingapproval or listing requirements of any such foreign securities exchange. For 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 violatereferences to the Exchange Act orlaws, rules, regulations and taxes of any applicable jurisdiction other applicablethan the United States securities law, the Code, or any other applicable United States governing statute or law.a political subdivision thereof.

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