Crucial 2012 Annual Report Download - page 162

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when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or the shares of Common Stock relating thereto,
based in each case on such factors as the Administrator, in its sole discretion, shall determine;
(vii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;
(viii) to prescribe, amend, and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign
tax laws;
(ix) to authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Option previously granted by the Administrator;
(x) to make all other determinations deemed necessary or advisable for administering the
Plan; and
(xi) to allow Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld
for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable.
(c) Effect of Administrator's Decision. The Administrator's decisions, determinations, and
interpretations shall be final and binding on all Optionees and any other holders of Options.
5. Eligibility. Nonstatutory Stock Options may be granted to Employees, Directors, and Consultants.
Incentive Stock Options may be granted only to Employees. If otherwise eligible, an Employee or Consultant who has been
granted an Option may be granted additional Options. Employees and Consultants who are service providers to an Affiliate
may be granted Options under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within
the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.
6. Limitations.
(a) Each Option shall be designated in the Notice of Grant as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value
of Shares subject to an Optionee's Incentive Stock Options granted by the Company or any Parent or Subsidiary, which
become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the time of grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing
the Optionee's employment or consulting relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or consulting relationship at any time, with or without
cause.
(c) The following limitations shall apply to grants of Options to Employees:
(i) No Employee shall be granted, in any fiscal year of the Company, Options to purchase
more than 2,000,000 Shares.
(ii) The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company's capitalization as described in Section 12.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the shareholders of the Company as described in Section 18 of the Plan. It
shall continue in effect for a term of ten (10) years unless terminated earlier under Section 14 of the Plan.