Crucial 2012 Annual Report Download - page 166

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(a) Amendment and Termination. Except as provided herein, the Board may at any time amend,
alter, suspend, or terminate the Plan without shareholder approval; provided, however, that the Board may condition any
amendment or modification on the approval of shareholders of the Company 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 relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, 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.
(a) Inability to Obtain Authority. 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.
(b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an Option exceeds, as of
the date of grant, the number of Shares which may be issued under the Plan without additional shareholder approval, such
Option shall be void with respect to such excess Optioned Stock, unless shareholder approval of an amendment sufficiently
increasing the number of shares subject to the Plan is timely obtained in accordance with Section 14(b) of the Plan.
17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.