Crucial 2012 Annual Report Download - page 174

(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards
granted under the Plan.
(c) Substitute Awards granted pursuant to Section 14.14 of the Plan shall not count against the Shares
otherwise available for issuance under the Plan under Section 5.1.
5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized
and unissued Stock, treasury Stock or Stock purchased on the open market.
5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment
as provided in Section 15.1), the maximum number of Shares with respect to one or more Options and/or SARs that may be
granted during any one calendar year under the Plan to any one Participant shall be 2,000,000. The maximum aggregate grant
with respect to Awards of Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares or other
Awards (other than Options or SARs) granted in any one calendar year to any one Participant shall be 2,000,000.
ARTICLE 6
ELIGIBILITY
6.1. GENERAL. Awards may be granted only to Eligible Participants; except that Incentive Stock Options may be
granted to only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424
(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs 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.
ARTICLE 7
STOCK OPTIONS
7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:
(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by the
Committee; provided that the exercise price for any Option shall not be less than the Fair Market Value as of the Grant
Date.
(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, subject to Section 7.1(d). The Committee shall also determine
the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or
vested. The Committee may waive any exercise or vesting provisions at any time in whole or in part based upon factors
as the Committee may determine in its sole discretion so that the Option becomes exercisable or vested at an earlier
date. The Committee may permit an arrangement whereby receipt of Stock upon exercise of an Option is delayed until
a specified future date.
(c) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, cash, Shares, or other property (including “cashless
exercise” arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants;
provided, however, that if Shares are used to pay the exercise price of an Option, such Shares must have been held by
the Participant for at least such period of time, if any, as necessary to avoid the recognition of an expense under generally
accepted accounting principles as a result of the exercise of the Option.
(d) EXERCISE TERM. In no event may any Option be exercisable for more than six years from the
Grant Date.
(e) SUSPENSION. Any Participant who is also a participant in the Retirement at Micron (“RAM”)
Section 401(k) Plan and who requests and receives a hardship distribution from the RAM Plan, is prohibited from
making, and must suspend, his or her employee elective contributions to the Plan.