Crucial 2012 Annual Report Download - page 211

A-14
(g) With respect to a Participant who is an officer of the Company, any payment of a Qualified
Award granted with performance goals pursuant to subsection (c) above shall be conditioned on
the officer having remained continuously employed by the Company or an Affiliate for the entire performance or
measurement period, including, as well, through the date of determination and certification of the payment of any
such Award pursuant to subsection (e) above (the “Certification Date”). For purposes of the Plan, with respect to any
given performance or measurement period, an officer of the Company (i) who terminates employment (regardless of
cause) or who otherwise ceases to be an officer, prior to the Certification Date, and (ii) who, pursuant to a separate
contractual arrangement with the Company is entitled to receive payments from the Company thereunder extending
to or beyond such Certification Date as a result of such termination or cessation in officer status, shall be deemed to
have been employed by the Company as an officer through the Certification Date for purposes of payment
eligibility.
14.12. TERMINATION OF EMPLOYMENT. Whether military, government or other service or other leave of
absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and
any determination by the Committee shall be final and conclusive. A Participant's Continuous Status as a Participant shall not
be deemed to terminate (i) in a circumstance in which a Participant transfers from the Company to an Affiliate, transfers from
an Affiliate to the Company, or transfers from one Affiliate to another Affiliate, or (ii) in the discretion of the Committee as
specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant's employer from the
Company or any Affiliate. To the extent that this provision causes Incentive Stock Options to extend beyond three months
from the date a Participant is deemed to be an employee of the Company, a Parent or Subsidiary for purposes of Sections 424
(e) and 424(f) of the Code, the Options held by such Participant shall be deemed to be Nonstatutory Stock Options.
14.13. 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.
14.14. 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. In the event of a nonreciprocal transaction between the Company and its
stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock
split, spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its
sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the
Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan;
(ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of
outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other
adjustments that the Committee determines to be equitable. 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, without the necessity for any
additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.
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, 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