Crucial 2012 Annual Report Download - page 182

14.13. DEFERRAL. Subject to applicable law, the Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue
of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock
Units, or the satisfaction of any requirements or goals with respect to Performance Shares, and Other Based Awards. If
any such deferral election is required or permitted, the Board shall, in its sole discretion, establish rules and procedures for such
payment deferrals in compliance with Section 409A of the Code and other applicable law.
14.14. FORFEITURE EVENTS. The Committee may specify in an Award Certificate that the Participant's rights,
payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events shall include, but shall not be limited to, termination of employment for cause, violation of material Company or
Affiliate policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or
other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate.
14.15. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and
awards held by employees of another entity who become employees of the Company or an Affiliate as a result of
a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company
or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute awards
be granted on such terms and conditions as the Committee considers appropriate in the circumstances.
ARTICLE 15
CHANGES IN CAPITAL STRUCTURE
15.1. MANDATORY ADJUSTMENTS. Subject to any required action by the shareholders of the Company, the number
of shares of Common Stock covered by each outstanding Award, and the number of issued shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such
outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock or
any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock
a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a
lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and
the Shares then subject to each Award shall automatically be adjusted proportionately without any change in the aggregate
purchase price therefor. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to
cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.
15.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction
involving the Company (including, without limitation, any merger, reorganization, recapitalization or combination or exchange
of shares or any transaction described in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will
be settled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a
designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or
otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards 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, (v) that applicable performance targets and performance
periods for Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) 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.
15.3 GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of
Article 16. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify
as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.