Crucial 2012 Annual Report Download - page 190

(i) to determine the Fair Market Value of the Common Stock;
(ii) to select the Consultants and Employees to whom Options may be
granted hereunder;
(iii) to determine whether and to what extent Options are granted hereunder;
(iv) to determine the number of shares of Common Stock to be covered by each
Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with the terms of the
Plan, of any award granted hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or the shares of Common Stock relating thereto, based in each case on such factors
as the Administrator, in its sole discretion, shall determine;
(vii) to reduce the exercise price of any Option to the then current Fair Market
Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since
the date the Option was granted;
(viii) to construe and interpret the terms of the Plan and awards granted pursuant
to the Plan;
(ix) to prescribe, amend, and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;
(x) to modify or amend each Option (subject to Section 14(b) of the Plan),
including the discretionary authority to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan;
(xi) to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Option previously granted by the Administrator;
(xii) to institute and Option Exchange Program;
(xiii) to allow Optionees to satisfy withholding tax obligations by electing to have
the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the amount required to be withheld; and
(xiv) to make all other determinations deemed necessary or advisable for
administering the Plan.