Crucial 2012 Annual Report Download - page 185

obligations if the surrender of Shares in satisfaction of such withholding obligations would result in the Company's recognition
of expense under generally accepted accounting principles. With respect to withholding required upon any taxable event under
the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement
be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with
such procedures as the Committee establishes.
17.5. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award Certificate or any other document or
statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to
terminate any Participant's employment or status as an officer, director or consultant at any time, nor confer upon any Participant
any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration
of a Participant's Award or otherwise.
17.6. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan
or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or
any Affiliate. This Plan is not intended to be subject to ERISA.
17.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining
any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or
any Affiliate unless provided otherwise in such other plan.
17.8. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
17.9. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference
only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
17.10. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein
also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
17.11. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion,
whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or
down.
17.12. GOVERNMENT AND OTHER REGULATIONS.
(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the
Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the
rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such
offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes
the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act,
such as that set forth in Rule 144 promulgated under the 1933 Act.
(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that
the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign,
federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares
thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to
the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations
and agreements and furnish such information as the Committee may request to assure compliance with the foregoing
or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or
certificates for Shares under the Plan prior to the Committee's determination that all related requirements have been
fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable
state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply
with any such law, regulation or requirement.