Crucial 2012 Annual Report Download - page 203

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(c) Determine the type or types of Awards to be granted to each Participant;
(d) Determine the number of Awards to be granted and the number of Shares or dollar amount to
which an Award will relate;
(e) Determine the terms and conditions of any Award granted under the Plan, including but not limited
to, the exercise price, base price, or purchase price, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof,
based in each case on such considerations as the Committee in its sole discretion determines;
(f) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award, in
accordance with Article 14, based in each case on such considerations as the Committee in its sole discretion
determines;
(g) Determine whether, to what extent, and under what circumstances an Award may be settled in, or
the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;
(h) Prescribe the form of each Award Certificate, which need not be identical for each Participant;
(i) Decide all other matters that must be determined in connection with an Award;
(j) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem
necessary or advisable to administer the Plan;
(k) Make all other decisions and determinations that may be required under the Plan or as the
Committee deems necessary or advisable to administer the Plan;
(l) Amend the Plan or any Award Certificate as provided herein; and
(m) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply
with provisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to
assure the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet
the objectives of the Plan.
Notwithstanding the foregoing, grants of Awards to Non-Employee Directors hereunder shall be made only in
accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Non-Employee
Directors as in effect from time to time, and the Committee may not make discretionary grants hereunder to Non-Employee
Directors.
Notwithstanding the above, the Board may, by resolution, expressly delegate to a special committee, consisting of
one or more directors who may but need not be officers of the Company, the authority, within specified parameters, to
(i) designate officers, employees and/or consultants of the Company or any of its Affiliates to be recipients of Awards under
the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however, that
such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of
Awards to eligible participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the
Grant Date are reasonably anticipated to be become Covered Employees during the term of the Award. The acts of such
delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the
Compensation Committee regarding the delegated duties and responsibilities and any Awards so granted.
4.4. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate
shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.