Crucial 2012 Annual Report Download - page 209

A-12
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, 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 Code Section 422
(d), the excess Options shall be deemed to be Nonstatutory Stock Options.
14.11. QUALIFIED AWARDS.
(a) The provisions of the Plan are intended to ensure that all Options and Stock Appreciation Rights
granted hereunder to any Covered Employee shall qualify for the Section 162(m) Exemption; provided that the
exercise or base price of such Award is not less than the Fair Market Value of the Shares on the Grant Date.
(b) When granting any other Award, the Committee may designate such Award as a Qualified
Award, based upon a determination that the recipient is or may be a Covered Employee with
respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an
Award is so designated, the Committee shall establish performance goals for such Award within the time period
prescribed by Section 162(m) of the Code based on one or more of the following Qualified Business Criteria, which
may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an
Affiliate or a unit, division, region, department or function within the Company or an Affiliate:
• Gross and/or net revenue (including whether in the aggregate or attributable to specific products)
• Cost of Goods Sold and Gross Margin
• Costs and expenses, including Research & Development and Selling, General & Administrative
• Income (gross, operating, net, etc.)
• Earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or
on a per share basis
• Cash flows and share price
• Return on investment, capital, equity
• Manufacturing efficiency (including yield enhancement and cycle time reductions), quality
improvements and customer satisfaction
• Product life cycle management (including product and technology design, development, transfer,
manufacturing introduction, and sales price optimization and management)
• Economic profit or loss
• Market share
• Employee retention, compensation, training and development, including succession planning