Crucial 2012 Annual Report Download - page 184

17.2. NO STOCKHOLDER RIGHTS. No Award gives a Participant any of the rights of a stockholder of the Company
unless and until Shares are in fact issued to such person in connection with such Award.
17.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.
(a) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that
any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the
Code would otherwise be payable or distributable under the Plan or any Award Certificate by reason of the occurrence
of a Change in Control, or the Participant's Disability or separation from service, such amount or benefit will not be
payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances giving rise to
such Change in Control, Disability or separation from service meet any description or definition of “change in control
event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable
regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the
payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code
by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any Award
upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment
or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or
distribution date or event specified in the Award Certificate that is permissible under Section 409A.
(b) If any one or more Awards granted under the Plan to a Participant could qualify for any separation
pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar
limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Head of Human
Resources) shall determine which Awards or portions thereof will be subject to such exemptions.
(c) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or
benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would
otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant's separation
from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any
permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations
order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) if the payment or distribution is payable in a lump sum, the Participant's right to receive
payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the
Participant's death or the first day of the seventh month following the Participant's separation from service;
and
(ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred
compensation that would otherwise be payable during the six-month period immediately following the
Participant's separation from service will be accumulated and the Participant's right to receive payment or
distribution of such accumulated amount will be delayed until the earlier of the Participant's death or the first
day of the seventh month following the Participant's separation from service, whereupon the accumulated
amount will be paid or distributed to the Participant and the normal payment or distribution schedule for any
remaining payments or distributions will resume.
For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and
the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company's Specified
Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance
with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified
deferred compensation arrangements of the Company, including this Plan.
17.4. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable
event arising as a result of the Plan. If Shares are surrendered to the Company to satisfy withholding obligations in excess of
the minimum withholding obligation, such Shares must have been held by the Participant as fully vested shares for such period
of time, if any, as necessary to avoid the recognition of an expense under generally accepted accounting principles. The Company
shall have the authority to require a Participant to remit cash to the Company in lieu of the surrender of Shares for tax withholding