Crucial 2012 Annual Report Download - page 197

distributable under this Plan or in any Notice of Grant, Option Agreement or other applicable agreement
by reason of a Optionee's separation from service during a period in which the Optionee 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 Optionee's right to receive
payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of
the Optionee's death or the first day of the seventh month following the Optionee'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 Optionee's separation from service will be accumulated and the Optionee's right to receive
payment or distribution of such accumulated amount will be delayed until the earlier of the Optionee's
death or the first day of the seventh month following the Optionee's separation from service, whereupon
the accumulated amount will be paid or distributed to the Optionee 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.