Crucial 2012 Annual Report Download - page 173

(f) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award, in accordance
with Article 14, based in each case on such considerations as the Committee in its sole discretion determines;
(g) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the
exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;
(h) Prescribe the form of each Award Certificate, which need not be identical for each Participant;
(i) Decide all other matters that must be determined in connection with an Award;
(j) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary
or advisable to administer the Plan;
(k) Make all other decisions and determinations that may be required under the Plan or as the Committee
deems necessary or advisable to administer the Plan;
(l) Amend the Plan or any Award Certificate as provided herein; and
(m) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with
provisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure
the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet the objectives
of the Plan.
Notwithstanding the foregoing, grants of Awards to Non-Employee Directors hereunder shall be made only in
accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Non-Employee
Directors as in effect from time to time, and the Committee may not make discretionary grants hereunder to Non-Employee
Directors.
Notwithstanding the above, the Board or the Committee may, by resolution, expressly delegate to a special committee,
consisting of one or more directors who are also officers of the Company, the authority, within specified parameters, to (i) designate
officers, employees and/or consultants of the Company or any of its Affiliates to be recipients of Awards under the Plan, and
(ii) to determine the number of such Awards to be received by any such Participants; provided, however, that such delegation
of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible
participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the Grant Date are reasonably
anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder
as acts of the Board and such delegates shall report regularly to the Board and the Compensation Committee regarding the
delegated duties and responsibilities and any Awards so granted.
4.4. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall
include such provisions, not inconsistent with the Plan, as may be specified by the Committee.
ARTICLE 5
SHARES SUBJECT TO THE PLAN
5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and 15.1, the aggregate number of
Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 76,000,000; provided, however,
that each Share issued under the Plan pursuant to a Full Value Award shall reduce the number of available Shares by two (2) shares.
The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be
2,000,000.
5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the date
of the grant, but shall be added back to the Plan share reserve in accordance with Section 5.2.
(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any
unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards granted under
the Plan.