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Foreign Nationals. Awards may be made to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable laws.

Foreign Nationals.Employees. Awards may be madegranted to Participants who are foreign nationals or employed outside the United StatesStates, or both, on such terms and conditions different from those specifiedapplicable to Awards to Employees employed in the PlanUnited States as may, in the Committee considersjudgment of the Committee, be necessary or advisabledesirable in order to achieverecognize differences in local law or tax policy. The Committee also may impose conditions on the purposesexercise or vesting of Awards in order to minimize the Plan orCompany’s obligation with respect to comply with applicable laws.tax equalization for Employees on assignments outside their home country.

Foreign Nationals.Employees and Foreign Law Considerations. The Committee may grant Awards may be made to ParticipantsEligible Persons who are foreign nationals or employednationals, who are located outside the United States, who are United States citizens or resident aliens on global assignments in foreign nations, who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee considersmay make such modifications, amendments, procedures, or subplans as may be necessary or advisable to achieve the purposes of the Plan or to comply with applicable laws.such legal or regulatory provisions.

Foreign Nationals. Awards may be madegranted to Participants who are foreign nationals or employed or providing services outside the United StatesStates, or both, on such terms and conditions different from those specifiedapplicable to Awards to Participants who are employed or providing services in the PlanUnited States as may, in the Committee considersjudgment of the Committee, be necessary or advisabledesirable to achieverecognize differences in local law or accounting or tax rule, regulation or policy. The Committee also may impose conditions on the purposesexercise or vesting of Awards in order to minimize the Plan orCompany’s obligation with respect to comply with applicable laws.tax equalization for Participants on assignments outside their home country.

Foreign Nationals.Without amending the Plan, the Committee may grant Awards may be made to ParticipantsEligible Persons who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in thethis Plan as may, in the Committee considersjudgment of the Committee, be necessary or advisabledesirable to achievefoster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax-efficient manner, comply with applicable laws.foreign laws or regulations and meet the objectives of the Plan.

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