Crucial 2012 Annual Report Download - page 160

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leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company
is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
(l) “Director” means a member of the Board.
(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
Notwithstanding the foregoing, for any Options that constitute a nonqualified deferred compensation plan within the meaning
of Section 409A(d) of the Code, “Disability” has the meaning given such term in Section 409A of the Code.
(n) “Employee” means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute “employment” by the Company.
(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange, including without
limitation the New York Stock Exchange (“NYSE”), or a national market system, the Fair Market Value of a Share of
Common Stock shall be the average closing price for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system (or the exchange with the greatest volume of trading in Common Stock) for the last market trading
day prior to the day of determination, as reported by Bloomberg L.P. or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is quoted on the over-the-counter market or is regularly quoted
by a recognized securities dealer, but selling prices are not reported, the Fair Market Value of a Share of Common Stock
shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to
the day of determination, as reported by Bloomberg L.P. or such other source as the Administrator deems reliable;
(iii) In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined by such other method as the Committee determines in good faith to be reasonable and in compliance
with Code Section 409A.
(q) “Incentive Stock Option” means an Option that qualifies as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.
(r) “Nonstatutory Stock Option” means an Option that does not qualify as an Incentive Stock Option.
(s) “Notice of Grant” means a written notice evidencing certain terms and conditions of an individual
Option grant. The Notice of Grant is subject to the terms and conditions of the Option Agreement.
(t) “Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.
(u) “Option” means a stock option granted pursuant to the Plan.
(v) “Option Agreement” means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.
(w) “Optioned Stock” means the Common Stock subject to an Option.
(x) “Optionee” means an Employee or Consultant who holds an outstanding Option.
(y) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section
424(e) of the Code.