Crucial 2012 Annual Report Download - page 172

ARTICLE 3
EFFECTIVE TERM OF PLAN
3.1. EFFECTIVE DATE. The Plan shall be effective as of the date it is approved by both the Board and the stockholders
of the Company (the “Effective Date”).
3.2. TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date unless earlier
terminated as provided herein. The termination of the Plan on such date shall not affect the validity of any Award outstanding
on the date of termination.
ARTICLE 4
ADMINISTRATION
4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall
consist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board.
It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employee directors” (within
the meaning of Rule 16b-3 promulgated under the 1934 Act) and “outside directors” (within the meaning of Code Section 162
(m)) and that any such members of the Committee who do not so qualify shall abstain from participating in any decision to make
or administer Awards that are made to Eligible Participants who at the time of consideration for such Award (i) are persons
subject to the profit rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated to become Covered
Employees during the term of the Award. However, the mere fact that a Committee member shall fail to qualify under either of
the foregoing requirements or shall fail to abstain from such action shall not invalidate any Award made by the Committee which
Award 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 may reserve to itself any or all of the authority and
responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent
the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1)
shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the
actions of the Board shall control.
4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee
may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the
Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The
Committee's interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the
Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer
or other employee of the Company or any Affiliate, the Company's or an Affiliate's independent certified public accountants,
Company counsel or any executive compensation consultant or other professional retained by the Company to assist in the
administration of the Plan.
4.3. AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive power, authority
and discretion to:
(a) Grant Awards;
(b) Designate Participants;
(c) Determine the type or types of Awards to be granted to each Participant;
(d) Determine the number of Awards to be granted and the number of Shares or dollar amount to which
an Award will relate;
(e) Determine the terms and conditions of any Award granted under the Plan, including but not limited
to, the exercise price, base price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse
of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based
in each case on such considerations as the Committee in its sole discretion determines;