Crucial 2012 Annual Report Download - page 202

A-5
(ll) “Subsidiary” means any corporation, limited liability company, partnership or other entity of
which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the
Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning
set forth in Section 424(f) of the Code.
(mm) “1933 Act” means the Securities Act of 1933, as amended from time to time.
(nn) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.
ARTICLE 3
EFFECTIVE TERM OF PLAN
3.1. EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by both the Board and the
stockholders of the Company (the “Effective Date”).
3.2. TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date unless
earlier terminated as provided herein, which shall continue to be governed by the applicable terms and conditions of this
Plan. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of
termination. No Incentive Stock Options may be granted more than ten years after the earlier of (a) adoption of this Plan by
the Board, or (b) the Effective Date.
ARTICLE 4
ADMINISTRATION
4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee
shall consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the
Board. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee
directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and “outside directors” (within the meaning
of Code Section 162(m)) and that any such members of the Committee who do not so qualify shall abstain from participating
in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such
Award (i) are persons subject to the profit rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated
to become Covered Employees during the term of the Award. However, the mere fact that a Committee member shall fail to
qualify under either of the foregoing requirements or shall fail to abstain from such action shall not invalidate any Award
made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be
appointed by, and may be changed at any time and from time to time in the discretion of, the Board. The Board may reserve
to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan
for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the
Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein
to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan
conflicts with actions taken by the Committee, the actions of the Board shall control.
4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the
Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and
purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem
appropriate. The Committee's interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each
member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Affiliate, the Company's or an Affiliate's independent
certified public accountants, Company counsel or any executive compensation consultant or other professional retained by
the Company to assist in the administration of the Plan.
4.3. AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive power,
authority and discretion to:
(a) Grant Awards;
(b) Designate Participants;