Crucial 2012 Annual Report Download - page 195

14. Amendment and Termination of the Plan.
(a) Amendment and Termination. Except as provided herein, the Board may at any
time amend, alter, suspend, or terminate the Plan without shareholder approval; provided, however,
that the Board may condition any amendment or modification on the approval of shareholders of the
Company if such approval is necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations. No termination can affect options previously granted, nor may
an amendment make any change in any option theretofore granted which adversely affects the rights
of any Optionee, nor may an amendment be made without prior approval of the shareholders of the
Company if such amendment would:
(i) increase the number of shares that may be issued under the Plan;
(ii) change the designation of the employees (or class of employees)
eligible for participation in the Plan; or
(iii) materially increase the benefits which may accrue to participants
under the Plan.
(b) Effect of Amendment or Termination. No amendment, alteration, suspension, or
termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between
the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.
(c) Compliance Amendments. Notwithstanding anything in the Plan or in any Notice of
Grant, Option Agreement or other applicable agreement to the contrary, the Committee may amend the
Plan or any Notice of Grant, Option Agreement or other applicable agreement, to take effect retroactively
or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan, Notice of Grant,
Option Agreement or other applicable agreement 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 Option under this Plan, a Optionee
agrees to any amendment made pursuant to this Section to any Option granted under the Plan without
further consideration or action.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such Shares shall comply with all
Applicable Laws and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.