Foreign Employees. Without amendment of the Plan, the Committee may grant Awards to Eligible Persons who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in the Plan as may in the judgement of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan. The Committee may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws of other countries or jurisdictions in which the Company or any Affiliate operates or has employees.

Foreign Employees. Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country.

Grants to Employees in Foreign Jurisdictions. The Company may, to comply with the laws of a foreign jurisdiction, grant Purchase Rights to employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of [Section 7701(b)(1)(A)] of the Code)) with terms that are less favorable (but not more favorable) than the terms of Purchase Rights granted under the Plan to employees of the Company or a Designated Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of this Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of [Section 7701(b)(1)(A)] of the Code)) may be excluded from eligibility under the Plan if # the grant of an Purchase Right under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or # compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of [Section 423]

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this Section 9.1 (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to

Employees. The Company has no employees.

Employees. Seller warrants that at Closing, Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.

Foreign Participation. To assure the viability of Awards granted to Participants employed or residing in foreign countries, the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 16(b)(ii).

Foreign 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 Affiliates operate or have Employees, Non-Employee Directors or 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 Affiliates shall be covered by the Plan; # determine which Eligible Individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; # establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limits contained in Sections 3.1 and 3.3 hereof, respectively; and # take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or 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 Applicable Law.

Foreign Qualification. Borrower shall duly qualify to conduct business in all jurisdictions where its failure to do so could reasonably be expected to have a Material Adverse Effect on Loan Parties taken as a whole.

Foreign Currency. Notwithstanding anything contained herein to the contrary, the entire amount of principal of and interest on any Revolving Credit Loan made or Letter of Credit issued in an Foreign Currency shall be repaid in the same Foreign Currency in which such Loan was made or Letter of Credit was issued, provided, however, that # if it is impossible or illegal for Borrower to effect payment of a Loan or reimbursement of a Letter of Credit in the Foreign Currency in which such Loan was made or Letter of Credit was issued, or # if Borrower defaults in its obligations to do so, the Multicurrency Administrative Agent may, at its option (and, in the case of # above shall) permit such payment to be made # at and to a different location, subsidiary, Affiliate or correspondent of Multicurrency Administrative Agent, or # in the Dollar Equivalent in Dollars. Upon any events described in [(i) through (ii)] of the preceding sentence, Borrower shall make such payment and Borrower agrees to hold each Multicurrency Lender harmless from and against any loss incurred by any Multicurrency Lender arising from the cost to such Multicurrency Lender of any premium, any costs of exchange, the cost of hedging and covering the Foreign Currency in which such Revolving Credit Loan was originally made or Letter of Credit was originally issued, and from any change in the value of Dollars, or such other currency, in relation to the Foreign Currency that was due and owing. Such loss shall be calculated for the period commencing with the first day of the Interest Period for such Loan and continuing through the date of payment thereof.