Crucial 2012 Annual Report Download - page 144

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and conclusive. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock
(stock-split), 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 3 shall
automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically
be adjusted proportionately without any change in the aggregate purchase price therefor. To the extent
that any adjustments made pursuant to this Section 12 cause Incentive Stock Options to cease to qualify
as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, to the extent that an Option has not been previously exercised, it will terminate
immediately prior to the consummation of such proposed action. The Board may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board
and give each Optionee the right to exercise his or her Option as to all or any part of the Optioned stock,
including Shares as to which the Option would not otherwise be exercisable.
(c) Merger or Asset Sale.
Upon the occurrence or in anticipation of any corporate event or transaction involving the
Company (including, without limitation, any merger, reorganization, recapitalization or combination
or exchange of shares or any transaction described in Section 12(a)), the Administrator may, in its sole
discretion, provide (i) that Options will be settled in cash rather than Common Stock, (ii) that Options
will become immediately vested and exercisable and will expire after a designated period of time to
the extent not then exercised, (iii) that Options will be assumed by another party to a transaction or
otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding
Options may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market
Value of the underlying Common Stock, as of a specified date associated with the transaction, over the
exercise price of the Option, or (v) any combination of the foregoing. The Administrator's determination
need not be uniform and may be different for different Optionees whether or not such Optionees are
similarly situated.
(d) Change in Control. In the event of a Change in Control, the unexercised portion of the
Option shall become immediately exercisable.
(e) General. Any discretionary adjustments made pursuant to this Section 12 shall be subject
to the provisions of Section 14.
13. Date of Grant. The date of grant of an Option shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, or such other later date as is determined
by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable
time after the date of such grant.
14. Amendment and Termination of the Plan.