Crucial 2012 Annual Report Download - page 176

ARTICLE 8
STOCK APPRECIATION RIGHTS
8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights
to Participants on the following terms and conditions:
(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant to whom
it is granted has the right to receive the excess, if any, of:
(1) The Fair Market Value of one Share on the date of exercise; over
(2) The base price of the Stock Appreciation Right as determined by the Committee, which
shall not be less than the Fair Market Value of one Share on the Grant Date.
(b) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by an Award Certificate.
The terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other
terms and conditions of any Stock Appreciation Right shall be determined by the Committee at the time of the grant
of the Award and shall be reflected in the Award Certificate. In no event may any Stock Appreciation Rights be exercisable
for more than six years from the Grant Date.
ARTICLE 9
PERFORMANCE SHARES
9.1. GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant Performance Shares to Participants
on such terms and conditions as may be selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant, subject to Section 5.4, and to designate the provisions
of such Performance Shares as provided in Section 4.3. All Performance Shares shall be evidenced by an Award Certificate or
a written program established by the Committee, pursuant to which Performance Shares are awarded under the Plan under
uniform terms, conditions and restrictions set forth in such written program.
9.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance Shares which may
be based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide
objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department
or function within the Company or an Affiliate. If the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other
events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole
or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit
or function during a performance period, the Committee may determine that the performance goals or performance period are
no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it
deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the
participant in amount determined by the Committee. The foregoing two sentences shall not apply with respect to an Award of
Performance Shares that is intended to be a Qualified Award.
9.3. RIGHT TO PAYMENT. The grant of a Performance Share to a Participant will entitle the Participant to receive at
a specified later time a specified number of Shares, or the equivalent value in cash or other property, if the performance goals
established by the Committee are achieved and the other terms and conditions thereof are satisfied. The Committee shall set
performance goals and other terms or conditions to payment of the Performance Shares in its discretion which, depending on
the extent to which they are met, will determine the number of the Performance Shares that will be earned by the Participant.
9.4. OTHER TERMS. Performance Shares may be payable in cash, Stock, or other property, and have such other terms
and conditions as determined by the Committee and reflected in the Award Certificate.