Crucial 2012 Annual Report Download - page 146

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16. Liability of Company. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
18. Restriction on Repricing. Without the prior approval of the shareholders of the Company, the
Administrator shall not reprice any Options issued under the Plan through cancellation and regrant, by
lowering the exercise price, or by any other means.
19. Special Provisions Related To Section 409A of the Code.
(a) Notwithstanding anything in the Plan or in any Notice of Grant, Option Agreement or other
applicable agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt
“deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable
under the Plan or any Notice of Grant, Option Agreement or other applicable agreement by reason of the
occurrence of a Change in Control, or the Optionee's Disability or separation from service, such amount or benefit
will not be payable or distributable to the Optionee by reason of such circumstance unless (i) the circumstances
giving rise to such Change in Control, Disability or separation from service meet any description or definition
of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of
the Code and applicable regulations (without giving effect to any elective provisions that may be available under
such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application
of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does
not prohibit the vesting of any Option upon a Change in Control, Disability or separation from service, however
defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or
distribution shall be made on the next earliest payment or distribution date or event specified in the Notice of
Grant, Option Agreement or other applicable agreement that is permissible under Section 409A.
(b) If any one or more Options granted under the Plan to a Optionee could qualify for any separation
pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Options in the aggregate exceed the
dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the
Head of Human Resources) shall determine which Options or portions thereof will be subject to such exemptions.
(c) Notwithstanding anything in the Plan or in any Notice of Grant, Option Agreement or other
applicable agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this
Plan or in any Notice of Grant, Option Agreement or other applicable agreement by reason of a Optionee's
separation from service during a period in which the Optionee is a Specified Employee (as defined below), then,
subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)
(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) if the payment or distribution is payable in a lump sum, the Optionee's right to
receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of
the Optionee's death or the first day of the seventh month following the Optionee's separation from service; and