Crucial 2012 Annual Report Download - page 204

A-7
ARTICLE 5
SHARES SUBJECT TO THE PLAN
5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and 15.1, the aggregate number
of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 60,000,000; provided,
however, that each Share issued under the Plan pursuant to a Full Value Award shall reduce the number of available Shares by
two (2) shares. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under
the Plan shall be 2,000,000.
5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the
date of grant, but shall be added back to the Plan share reserve in accordance with this Section 5.2.
(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason,
any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awards
granted under the Plan.
(b) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards
granted under the Plan.
(c) Substitute Awards granted pursuant to Section 14.14 of the Plan shall not count against the Shares
otherwise available for issuance under the Plan under Section 5.1.
5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Stock, treasury Stock or Stock purchased on the open market.
5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to
adjustment as provided in Section 15.1), the maximum number of Shares with respect to one or more Options and/or SARs
that may be granted during any one calendar year under the Plan to any one Participant shall be 2,000,000. The maximum
aggregate grant with respect to Awards of Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance
Shares or other Awards (other than Options or SARs) granted in any one calendar year to any one Participant
shall be 2,000,000.
ARTICLE 6
ELIGIBILITY
6.1. GENERAL. Awards may be granted only to Eligible Participants; except that Incentive Stock Options may
be granted to only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in
Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or
SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of
§1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.
ARTICLE 7
STOCK OPTIONS
7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and
conditions:
(a) EXERCISE PRICE. The exercise price per Share under an Option shall be determined by the
Committee; provided that the exercise price for any Option (other than an Option issued as a substitute Award
pursuant to Section 14.14) shall not be less than the Fair Market Value as of the Grant Date.
(b) PROHIBITION ON REPRICING. Except as otherwise provided in Section 15.1, the exercise
price of an Option may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the
prior approval of the shareholders of the Company.
(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee shall also determine
the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or
vested.