Crucial 2012 Annual Report Download - page 183

ARTICLE 16
AMENDMENT, MODIFICATION AND TERMINATION
16.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and
from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an amendment
to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the number of Shares
available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible
to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring
stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange,
then such amendment shall be subject to stockholder approval; and provided, further, that the Board or Committee may condition
any other amendment or modification on the approval of stockholders of the Company for any reason, including by reason of
such approval being necessary or deemed advisable to (i) permit Awards made hereunder to be exempt from liability under
Section 16(b) of the 1934 Act, (ii) to comply with the listing or other requirements of an Exchange, or (iii) to satisfy any other
tax, securities or other applicable laws, policies or regulations.
16.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or
terminate any outstanding Award without approval of the Participant; provided, however:
(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share
value of an Option or Stock Appreciation Right for this purpose being calculated as the excess, if any, of the Fair Market
Value as of the date of such amendment or termination over the exercise or base price of such Award);
(b) The original term of an Option may not be extended without the prior approval of the stockholders
of the Company;
(c) Except as otherwise provided in Article 15, the exercise price of an Option or SAR may not be
reduced, directly or indirectly by cancellation and exchange for cash or another award or otherwise, without the prior
approval of the stockholders of the Company, and the Company may not, without the prior approval of stockholders
of the Company, repurchase an Option or SAR for value from a Participant if the current Fair Market Value of the
Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR.
(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously
granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not
be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value
of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such
amendment (with the per-share value of an Option or Stock Appreciation Right for this purpose being calculated as the
excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).
16.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary,
the Committee may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or
advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or
similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings
promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this
Section 16.3 to any Award granted under the Plan without further consideration or action.
ARTICLE 17
GENERAL PROVISIONS
17.1. NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or any Eligible Participant
shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated
to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee
selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants
are similarly situated).