Crucial 2012 Annual Report Download - page 196

(b) Investment Representations. As a condition to the exercise of an Option, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
16. Liability of Company. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
18. Restriction on Repricing. Without the prior approval of the shareholders of the Company, the
Administrator shall not reprice any Options issued under the Plan through cancellation and regrant, by
lowering the exercise price, or by any other means.
19. Special Provisions Related To Section 409A of the Code.
(a) Notwithstanding anything in the Plan or in any Notice of Grant, Option Agreement or
other applicable agreement 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 Notice of Grant, Option Agreement or other applicable
agreement by reason of the occurrence of a Change in Control, or the Optionee's Disability or separation
from service, such amount or benefit will not be payable or distributable to the Optionee 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 Option 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 Notice of Grant, Option Agreement or other applicable agreement that is permissible under Section
409A.
(b) If any one or more Options granted under the Plan to a Optionee could qualify for any
separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Options 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 Options or portions
thereof will be subject to such exemptions.
(c) Notwithstanding anything in the Plan or in any Notice of Grant, Option Agreement or
other applicable agreement 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