Crucial 2012 Annual Report Download - page 180

14.11. QUALIFIED AWARDS.
(a) The provisions of the Plan are intended to ensure that all Options and Stock Appreciation Rights
granted hereunder to any Covered Employee shall qualify for the Section 162(m) Exemption; provided that the exercise
or base price of such Award is not less than the Fair Market Value of the Shares on the Grant Date.
(b) When granting any other Award, the Committee may designate such Award as a Qualified
Award, based upon a determination that the recipient is or may be a Covered Employee with respect
to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so
designated, the Committee shall establish performance goals for such Award within the time period prescribed by
Section 162(m) of the Code based on one or more of the following Qualified Business Criteria, which may be expressed
in terms of Company-wide objectives or in terms of objectives that relate to the performance of an Affiliate or a unit,
division, region, department or function within the Company or an Affiliate:
• Gross and/or net revenue (including whether in the aggregate or attributable to specific products)
• Cost of Goods Sold and Gross Margin
• Costs and expenses, including Research & Development and Selling, General & Administrative
• Income (gross, operating, net, etc.)
• Earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or on
a per share basis
• Cash flows and share price
• Return on investment, capital, equity
• Manufacturing efficiency (including yield enhancement and cycle time reductions), quality improvements
and customer satisfaction
• Product life cycle management (including product and technology design, development, transfer,
manufacturing introduction, and sales price optimization and management)
• Economic profit or loss
• Market share
• Employee retention, compensation, training and development, including succession planning
• Objective goals consistent with the Participant's specific officer duties and responsibilities, designed to
further the financial, operational and other business interests of the Company, including goals and
objectives with respect to regulatory compliance matters.
Performance goals with respect to the foregoing Qualified Business Criteria may be specified in absolute terms
(including completion of pre-established projects, such as the introduction of specified products), in percentages, or in
terms of growth from period to period or growth rates over time as well as measured relative to an established or
created performance index of Company competitors, peers or other members of high tech industries. Any
member of an index that disappears during a measurement period shall be disregarded for the entire measurement
period. Performance Goals need not be based upon an increase or positive result under a business criterion and could
include, for example, the maintenance of the status quo or the limitation of economic losses (measured, in each case,
by reference to a specific business criterion).
(c) Each Qualified Award (other than an Option or SAR) shall be earned, vested
and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon
one or more of the Qualified Business Criteria, together with the satisfaction of any other conditions, including the