Crucial 2012 Annual Report Download - page 165

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of Common Stock covered by each outstanding Option, and the number of issued shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned
to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each
such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the
Common Stock or any other increase or decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding, 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 and 6(c)
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. To the extent not previously exercised, Options will terminate
immediately prior to the consummation of any proposed dissolution or liquidation of the Company. 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. To the extent that this provision causes Incentive Stock Options
to exceed the dollar limitation set forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory Stock Options.
(c) Corporate Transaction.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 each Option
then outstanding shall become wholly vested and immediately exercisable. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory
Stock Options.
(e) General. Any discretionary adjustments made pursuant to this Section 12 shall be subject to the
provisions of Section 14. 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.
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.