Crucial 2012 Annual Report Download - page 178

ARTICLE 12
DIVIDEND EQUIVALENTS
12.1. GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents to
Participants subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to an Award,
as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued
or be deemed to have been reinvested in additional Shares, or otherwise reinvested. Unless otherwise provided in the applicable
Award Certificate, Dividend Equivalents will be paid or distributed no later than the 15th day of the 3rd month following the
later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in
which the Participant's right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture.
ARTICLE 13
STOCK OR OTHER ST AWARDS
13.1. GRANT OF STOCK OR OTHER ST AWARDS. The Committee is authorized, subject to limitations
under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to,
or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including
without limitation Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or
exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued by reference to book
value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.
ARTICLE 14
PROVISIONS APPLICABLE TO AWARDS
14.1. ST AND TANDEM AWARDS. Awards granted under the Plan may, in the discretion of the Committee,
be granted either alone or in addition to, in tandem with, any other Award granted under the Plan. Subject to Section 16.2, awards
granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.
14.2. TERM OF AWARD. The term of each Award shall be for the period as determined by the Committee, provided
that in no event shall the term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive
Stock Option exceed a period of ten years from its Grant Date (or, if Section 7.2(d) applies, five years from its Grant Date).
14.3. FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any applicable law or Award Certificate,
payments or transfers to be made by the Company or an Affiliate on the grant or exercise of an Award may be made in such
form as the Committee determines at or after the Grant Date, including without limitation, cash, Stock, other Awards, or other
property, or any combination, and may be made in a single payment or transfer, in installments, or (except with respect to Options
or SARs) on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee.
14.4. LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to
any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised
or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution
or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order that would satisfy Section 414(p)(1)
(A) of the Code if such Section applied to an Award under the Plan; provided, however, that the Committee may (but need not)
permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result
in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to so qualify, and (iii) is
otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or
federal tax or securities laws applicable to transferable Awards.
14.5. BENEFICIARIES. Notwithstanding Section 14.4, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon
the Participant's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is
subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the
Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the