Crucial 2012 Annual Report Download - page 215

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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.
17.13. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be
construed in accordance with and governed by the laws of the State of Delaware.
17.14. ADDITIONAL PROVISIONS. Each Award Certificate may contain such other terms and conditions as the
Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan.
17.15. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the
right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the
authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with
respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful
consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares
to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee
pursuant to the provisions of the Plan.
17.16. INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board,
or an officer of the Company to whom authority was delegated in accordance with Article 4 shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the
Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or
except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.