Crucial 2012 Annual Report Download - page 167

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18. Shareholder Approval. Continuance of the Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under applicable federal and Delaware law.
19. 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.
20. 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
(ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred
compensation that would otherwise be payable during the six-month period immediately following the Optionee's separation
from service will be accumulated and the Optionee's right to receive payment or distribution of such accumulated amount
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, whereupon the accumulated amount will be paid or distributed to the Optionee and the normal
payment or distribution schedule for any remaining payments or distributions will resume.
For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A
and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company's Specified
Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance
with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all
nonqualified deferred compensation arrangements of the Company, including this Plan.