Crucial 2012 Annual Report Download - page 205

A-8
(d) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including “cashless
exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to
Participants.
(e) EXERCISE TERM. No option granted under the Plan shall be exercisable for more than six years
from the Grant Date.
(f) NO DEFERRAL FEATURE. No Option shall provide for any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
(g) SUSPENSION. Any Participant who is also a participant in the Retirement at Micron (“RAM”)
Section 401(k) Plan and who requests and receives a hardship distribution from the RAM Plan, is prohibited from
making, and must suspend, his or her employee elective contributions to the Plan.
7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must
comply with the requirements of Section 422 of the Code. If all of the requirements of Section 422 of the Code are not met,
the Option shall automatically become a Nonstatutory Stock Option.
ARTICLE 8
STOCK APPRECIATION RIGHTS
8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation
Rights to Participants on the following terms and conditions:
(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant to whom
it is granted has the right to receive the excess, if any, of:
(1) The Fair Market Value of one Share on the date of exercise; over
(2) The base price of the Stock Appreciation Right as determined by the Committee, which
shall not be less than the Fair Market Value of one Share on the Grant Date.
(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 15.1, the base price of
a SAR may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval
of the shareholders of the Company.
(c) EXERCISE TERM. No SAR granted under the Plan shall be exercisable for more than six years
from the Grant Date.
(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
(e) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by an Award
Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of
consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall be
determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Certificate.
ARTICLE 9
PERFORMANCE SHARES
9.1. GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant Performance Shares to
Participants on such terms and conditions as may be selected by the Committee. The Committee shall have the complete
discretion to determine the number of Performance Shares granted to each Participant, subject to Section 5.4, and to
designate the provisions of such Performance Shares as provided in Section 4.3. All Performance Shares shall be evidenced
by an Award Certificate or a written program established by the Committee, pursuant to which Performance Shares are
awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.