Crucial 2012 Annual Report Download - page 170

(j) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).
(k) “Disability” or “Disabled” has the same meaning as provided in the long-term disability plan or policy
maintained by the Company or if applicable, most recently maintained, by the Company or if applicable, an Affiliate,
for the Participant, whether or not such Participant actually receives disability benefits under such plan or policy. If no
long-term disability plan or policy was ever maintained on behalf of Participant or if the determination of Disability
relates to an Incentive Stock Option, or a Stock Appreciation Right issued in tandem with an Incentive Stock Option,
Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. Notwithstanding the
foregoing, for any Awards 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. In the event of a dispute, the
determination whether a Participant is Disabled will be made by the Committee and may be supported by the advice
of a physician competent in the area to which such Disability relates.
(l) “Deferred Stock Unit” means a right granted to a Participant under Article 11.
(m) “Dividend Equivalent” means a right granted to a Participant under Article 12.
(n) “Effective Date” has the meaning assigned such term in Section 3.1.
(o) “Eligible Participant” means an employee, officer, consultant or director of the Company or any
Affiliate.
(p) “Exchange” means the New York Stock Exchange or any other national securities exchange or national
market system on which the Stock may from time to time be listed or traded.
(q) “Fair Market Value” of the Stock, on any date, means: (i) if the Stock is listed or traded on any
Exchange, the average closing price for such Stock (or the closing bid, if no sales were reported) as quoted on such
Exchange (or the Exchange with the greatest volume of trading in the 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 Committee deems reliable; (ii) if
the 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 the Stock shall be the mean between the high bid and low asked prices
for the 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 Committee deems reliable, or (iii) in the absence of an established market for the 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.
(r) “Full Value Award” means an Award other than in the form of an Option or SAR, and which is settled
by the issuance of Stock.
(s) “Grant Date” of an Award means the first date on which all necessary corporate action has been taken
to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of
that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant
Date.
(t) “Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets
the requirements of Section 422 of the Code or any successor provision thereto.
(u) “Non-Employee Director” means a director of the Company who is not a common law employee of
the Company or an Affiliate.
(v) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.
(w) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a
specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory
Stock Option.