Crucial 2012 Annual Report Download - page 181

condition as to continued employment as set forth in subsection (g) below, as the Committee may determine to be
appropriate; provided, however, that the Committee may provide, in its sole and absolute discretion, either in connection
with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived upon
the death or Disability of the Participant, or upon a Change in Control. Performance periods established by the Committee
for any such Qualified Award may be as short as ninety (90) days and may be any longer period.
(d) The Committee may provide in any Qualified Award that any evaluation of
performance may include or exclude any of the following events that occurs during a performance period: (a) asset
or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax
laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and
restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion
No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in
the Company's annual report to stockholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall
be prescribed in a form and at a time that meets the requirements of Code Section 162(m) for deductibility.
(e) Any payment of a Qualified Award granted with performance goals pursuant to
subsection (c) above shall be conditioned on the written certification of the Committee in each case that the performance
goals and any other material conditions were satisfied. Written certification may take the form of a Committee resolution
passed by a majority of the Committee at a properly convened meeting or through unanimous action by the Committee
via action by written consent. The certification requirement also may be satisfied by a separate writing executed by the
Chairman of the Committee, acting in his capacity as such, following the foregoing Committee action or by the Chairman
executing approved minutes of the Committee in which such determinations were made. Except as specifically provided
in subsection (c), no Qualified Award held by a Covered Employee or an employee who in the
reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor
may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified
Award under the Plan, in any manner to waive the achievement of the applicable performance goal
based on Qualified Business Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise
in a manner that would cause the Qualified Based Award to cease to qualify for the Section 162(m)
Exemption.
(f) Section 5.4 sets forth the maximum number of Shares or dollar value that may be granted in any one-
year period to a Participant in designated forms of Qualified Awards.
(g) With respect to a Participant who is an officer of the Company, any payment of a Qualified
Award granted with performance goals pursuant to subsection (c) above shall be conditioned on
the officer having remained continuously employed by the Company or an Affiliate for the entire performance or
measurement period, including, as well, through the date of determination and certification of the payment of any such
Award pursuant to subsection (e) above (the “Certification Date”). For purposes of the Plan, with respect to any given
performance or measurement period, an officer of the Company who (i) terminates employment (regardless of cause)
or who otherwise ceases to be an officer, prior to the Certification Date and (ii) who, pursuant to a separate contractual
arrangement with the Company is entitled to receive payments from the Company thereunder extending to or beyond
such Certification Date as a result of such termination or cessation in officer status, shall be deemed to have been
employed by the Company as an officer through the Certification Date for purposes of payment eligibility.
14.12. TERMINATION OF EMPLOYMENT. Whether military, government or other service or other leave of absence
shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A Participant's Continuous Status as a Participant shall not be
deemed to terminate (i) in a circumstance in which a Participant transfers from the Company to an Affiliate, transfers from an
Affiliate to the Company, or transfers from one Affiliate to another Affiliate, or (ii) in the discretion of the Committee as specified
at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant's employer from the Company or
any Affiliate. To the extent that this provision causes Incentive Stock Options to extend beyond three months from the date a
Participant is deemed to be an employee of the Company, a Parent or Subsidiary for purposes of Sections 424(e) and 424(f) of
the Code, the Options held by such Participant shall be deemed to be Nonstatutory Stock Options.