Crucial 2012 Annual Report Download - page 156

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if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws,
policies or regulations. No termination can affect options previously granted, nor may an amendment
make any change in any option theretofore granted which adversely affects the rights of any Optionee,
nor may an amendment be made without prior approval of the shareholders of the Company if such
amendment would:
(i) increase the number of shares that may be issued under the Plan;
(ii) change the designation of the employees (or class of employees) eligible for
participation in the Plan; or
(iii) materially increase the benefits which may accrue to participants under the
Plan..
(b) Effect of Amendment or Termination. No amendment, alteration, suspension, or
termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between
the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.
(c) Compliance Amendments. Notwithstanding anything in the Plan or in any Notice of
Grant, Option Agreement or other applicable agreement to the contrary, the Committee may amend the
Plan or any Notice of Grant, Option Agreement or other applicable agreement, to take effect retroactively
or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan, Notice of Grant,
Option Agreement or other applicable agreement to any present or future law relating to plans of this or
similar nature (including, but not limited to, Section 409A of the Code), and to the administrative
regulations and rulings promulgated thereunder. By accepting an Option under this Plan, a Optionee
agrees to any amendment made pursuant to this Section to any Option granted under the Plan without
further consideration or action.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares shall comply with all Applicable
Laws and the requirements of any stock exchange or quotation system upon which the Shares may then
be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect
to such compliance.
(b) Investment Representations. As a condition to the exercise of an Option, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
16. Liability of Company. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.