Crucial 2012 Annual Report Download - page 161

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(z) “Plan” means this 2001 Option Plan.
(aa) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
when discretion is being exercised with respect to the Plan.
(bb) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 of the
Plan.
(cc) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code. In the case of an Option that is not intended to qualify as an Incentive Stock Option, the term
“Subsidiary” shall also include any other entity in which the Company, or any Parent or Subsidiary of the Company has a
significant ownership interest.
3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is 47,000,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which
were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become
available for future distribution under the Plan.
4. Administration of the Plan.
(a) Administrator. The Plan shall be administered by a Committee appointed by the Board (which
Committee shall consist of two or more directors) or, at the discretion of the Board from time to time, the Plan may be
administered by the Board. It is intended that the directors appointed to serve on the Committee shall be “non-employee
directors” (within the meaning of Rule 16b-3) and “outside directors” (within the meaning of Code Section 162(m)).
However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not
invalidate any Option granted by the Committee which Option is otherwise validly made under the Plan. The members of
the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board.
The Board, in its discretion, may delegate to a special Committee all or part of the Administrator's authority and duties with
respect to grants and awards to individuals who at the time of grant are not, and are not anticipated to become, either (i)
“covered employees,” as defined in Code Section 162(m)(3), or (ii) persons subject to the reporting and other provisions
of Section 16 of the Exchange Act. The Board may revoke or amend the terms of a delegation at any time but such action
shall not invalidate any prior actions of the delegate or delegates that were consistent with the terms of the Plan.
(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee,
subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its
discretion:
(i) to determine the Fair Market Value of the Common Stock, in accordance with Section
2(o) of the Plan;
(ii) to select the Employees, Directors, and Consultants to whom Options may be granted
hereunder;
(iii) to determine whether and to what extent Options are granted;
(iv) to determine the number of shares of Common Stock to be covered by each Option
granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times