Crucial 2012 Annual Report Download - page 200

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(j) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).
(k) “Disability” or “Disabled” has the same meaning as provided in the long-term disability plan or
policy maintained by the Company or if applicable, most recently maintained, by the Company or if applicable, an
Affiliate, for the Participant, whether or not such Participant actually receives disability benefits under such plan or
policy. If no long-term disability plan or policy was ever maintained on behalf of Participant or if the determination
of Disability relates to an Incentive Stock Option, or a Stock Appreciation Right issued in tandem with an Incentive
Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code.
Notwithstanding the foregoing, for any Awards that constitute a nonqualified deferred compensation plan within the
meaning of Section 409A(d) of the Code, Disability has the meaning given such term in Section 409A of the Code.
In the event of a dispute, the determination whether a Participant is Disabled will be made by the Committee and
may be supported by the advice of a physician competent in the area to which such Disability relates.
(l) “Deferred Stock Unit” means a right granted to a Participant under Article 11.
(m) “Dividend Equivalent” means a right granted to a Participant under Article 12.
(n) “Effective Date” has the meaning assigned such term in Section 3.1.
(o) “Eligible Participant” means an employee, consultant or non-employee director of the Company or
any Affiliate; provided, however, that no officer, including without limitation the chief executive officer of the
Company, is eligible to be a Participant in the Plan.
(p) “Exchange” means the New York Stock Exchange or any other national securities exchange or
national market system on which the Stock may from time to time be listed or traded.
(q) “Fair Market Value” of the Stock, on any date, means: (i) if the Stock is listed or traded on any
Exchange, the closing sales price for such Stock (or the closing bid, if no sales were reported) as quoted on such
Exchange (or, if more than one Exchange, the Exchange with the greatest volume of trading in the Stock) for such
date, or if no sales or bids were reported for such date, on the last market trading day prior to the day of
determination, as reported by Market Sweep, a service from Interactive Data Services, Inc., or such other source as
the Committee deems reliable; (ii) if the Stock is quoted on the over-the-counter market or is regularly quoted by a
recognized securities dealer, but selling prices are not reported, the Fair Market Value of the Stock shall be the mean
between the high bid and low asked prices for the Stock on such date, or if no sales or bids were reported for such
date, on the last market trading day prior to the day of determination, as reported by Market Sweep, a service from
Interactive Data Services, Inc. or such other source as the Committee deems reliable, or (iii) in the absence of an
established market for the Stock, the Fair Market Value shall be determined by such other method as the Committee
determines in good faith to be reasonable and in compliance with Code Section 409A.
(r) “Full Value Award” means an Award other than in the form of an Option or SAR, and which is
settled by the issuance of Stock.
(s) “Grant Date” of an Award means the first date on which all necessary corporate action has been
taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as
part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after
the Grant Date.
(t) “Incentive Stock Option” means an Option that is intended to be an incentive stock option and
meets the requirements of Section 422 of the Code or any successor provision thereto.
(u) “Non-Employee Director” means a director of the Company who is not a common law employee
of the Company or an Affiliate.
(v) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.
(w) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a
specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory
Stock Option.