Crucial 2012 Annual Report Download - page 177

ARTICLE 10
RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS
10.1. GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Subject to the terms and conditions of
this Article 10, the Committee is authorized to make Awards of Restricted Stock or Restricted Stock Units to Participants in
such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock or
Restricted Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable
to the Award.
10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock or Restricted Stock Units shall be subject to such restrictions
on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to
vote Restricted Stock or the right to receive dividends on the Restricted Stock); provided, however, at a minimum, all Restricted
Stock and Restricted Stock Units shall be subject to the restrictions set forth in Section 14.4 for a period of no less than (a) one
year from the date of award with respect to Restricted Stock or Restricted Stock Units subject to restrictions that lapse based
upon satisfaction of performance goals, and (b) three years from the date of award with respect to Restricted Stock or Restricted
Stock Units subject to time-based restrictions that lapse based upon one's Continuous Status as a Participant. For avoidance of
doubt, nothing in the foregoing shall preclude any applicable restriction, including those set forth in Section 14.4 hereof, from
lapsing ratably, including, but not limited to, roughly annual increments over three years, with respect to the Restricted Stock
or Restricted Stock Units referred to in Section 10.2(b). Moreover, nothing in the foregoing shall preclude or be interpreted to
preclude Awards to Non-employee Directors from containing a period of restriction shorter than that set forth above. Finally,
nothing in this Section 10.2 shall be deemed or interpreted to preclude the waiver, lapse or the acceleration of lapse, of any
restrictions with respect to Restricted Stock or Restricted Stock Units in accordance with or as permitted by Sections 14.7 through
Section 14.9, respectively, Article 15 or any other provision of the Plan. Subject to the remaining terms and conditions of the
Plan, these restrictions may lapse separately or in combination at such times, under such circumstances, in such installments,
upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or
thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, the Participant
shall have all of the rights of a stockholder with respect to the Restricted Stock, and the Participant shall have none of the rights
of a stockholder with respect to Restricted Stock Units until such time as Shares of Stock are paid in settlement of the Restricted
Stock Units.
10.3. FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or
thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to
satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that
time subject to restrictions shall be forfeited; provided, however, that the Committee may provide in any Award Certificate,
subject to the terms and conditions of the Plan, that restrictions or forfeiture conditions relating to Restricted Stock or Restricted
Stock Units will be waived in whole or in part in the event of terminations resulting from specified causes, including, but not
limited to, death, Disability, or for the convenience or in the best interests of the Company.
10.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the
time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including,
without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates
registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the
name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock.
ARTICLE 11
DEFERRED STOCK UNITS
11.1. GRANT OF DEFERRED STOCK UNITS. The Committee is authorized to grant Deferred Stock Units to
Participants subject to such terms and conditions as may be selected by the Committee. Deferred Stock Units shall entitle the
Participant to receive Shares of Stock (or the equivalent value in cash or other property if so determined by the Committee) at
a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee
in the case of voluntary deferral elections. An Award of Deferred Stock Units shall be evidenced by an Award Certificate setting
forth the terms and conditions applicable to the Award.