Crucial 2012 Annual Report Download - page 179

Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant's estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change
or revocation is filed with the Committee.
14.6. STOCK CERTIFICATES. All Stock issuable under the Plan is subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations
and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.
The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions
applicable to the Stock.
14.7. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided in the Award Certificate or
any special Plan document governing an Award, upon the occurrence of a Change in Control, all outstanding Options, SARs,
and other Awards in the nature of rights that may be exercised shall become fully exercisable, and all time-based vesting
restrictions on outstanding Awards shall lapse. Except as otherwise provided in the Award Certificate or any special Plan document
governing an Award, upon the occurrence of a Change in Control, the target payout opportunities attainable under all outstanding
Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based
upon an assumed achievement of all relevant performance goals at the “target” level and there shall be prorata payout to
Participants within thirty (30) days following the effective date of the Change in Control based upon the length of time within
the performance period that has elapsed prior to the Change in Control.
14.8 ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any
special Plan document governing an Award, upon the Participant's death or Disability during his or her Continuous Status as a
Participant, (i) all of such Participant's outstanding Options, SARs, and other Awards in the nature of rights that may be exercised
shall become fully exercisable, (ii) all time-based vesting restrictions on the Participant's outstanding Awards shall lapse, and
(iii) the target payout opportunities attainable under all of such Participant's outstanding performance-based Awards shall be
deemed to have been fully earned as of the date of termination based upon an assumed achievement of all relevant performance
goals at the “target” level and there shall be a payout to the Participant or his or her estate within thirty (30) days following the
date of termination. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the
Awards Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 7.2(c), the excess Options shall be deemed to be Nonstatutory Stock Options.
14.9. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred as described in
Section 14.7 or 14.8 above, and subject to Section 14.11 as to Qualified Awards, the Committee may in its
sole discretion at any time determine that all or a portion of a Participant's Options, SARs, and other Awards in the nature of
rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions
on all or a portion of the outstanding Awards shall lapse, and/or that any criteria with respect to any Awards
shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion,
declare; provided, however, the Committee shall not exercise such discretion with respect to Full Value Awards comprised of
Shares of Restricted Stock or Restricted Stock Units which, in the aggregate, exceed five percent (5%) of the aggregate number
of Shares reserved and available for issuance pursuant to Awards granted under the Plan; provided, further, that when calculating
whether the five percent (5%) maximum has been reached, the Committee shall not count or consider any Shares of Restricted
Stock or Restricted Stock Units granted to Non-Employee Directors or regarding which the Committee accelerated vesting
rights, waived restrictions or determined criteria had been satisfied resulting from an event described in
Section 14.7, 24.8. Article 15, a Participant's termination of employment or separation from service resulting from death,
Disability or for the convenience or in the bests interests of the Company. The Committee may discriminate among Participants
and among Awards granted to a Participant in exercising its discretion pursuant to this Section 14.9.
14.10. EFFECT OF ACCELERATION. If an Award is accelerated under Section 14.7, Section 14.8 or Section 14.9,
the Committee may, in its sole discretion, provide (i) that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be settled in cash rather than Stock, (iii) that the Award will
be assumed by another party to a transaction giving rise to the acceleration or otherwise be equitably converted or substituted
in connection with such transaction, (iv) that the Award may be settled by payment in cash or cash equivalents equal to the
excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise
price of the Award, or (v) any combination of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are similarly situated. To the extent that such acceleration
causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(c), the excess Options shall be deemed
to be Nonstatutory Stock Options.