Crucial 2012 Annual Report Download - page 206

A-9
9.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance Shares
which may be based on any criteria selected by the Committee. Such performance goals may be described in terms of
Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division,
region, department or function within the Company or an Affiliate. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate
conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may
modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted,
demoted or transferred to a different business unit or function during a performance period, the Committee may determine
that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the
performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to
the initial goals and period, or (ii) make a cash payment to the participant in amount determined by the Committee. The
foregoing two sentences shall not apply with respect to an Award of Performance Shares that is intended to be a Qualified
Award.
9.3. RIGHT TO PAYMENT. The grant of a Performance Share to a Participant will entitle the Participant to
receive at a specified later time a specified number of Shares, or the equivalent value in cash or other property, if the
performance goals established by the Committee are achieved and the other terms and conditions thereof are satisfied. The
Committee shall set performance goals and other terms or conditions to payment of the Performance Shares in its discretion
which, depending on the extent to which they are met, will determine the number of the Performance Shares that will be
earned by the Participant.
9.4. OTHER TERMS. Performance Shares may be payable in cash, Stock, or other property, and have such
other terms and conditions as determined by the Committee and reflected in the Award Certificate.
ARTICLE 10
RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS
10.1. GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Subject to the terms and
conditions of this Article 10, the Committee is authorized to make Awards of Restricted Stock or Restricted Stock Units to
Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of
Restricted Stock or Restricted Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and
restrictions applicable to the Award.
10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock or Restricted Stock Units shall be subject to such
restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations
on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock); provided, however, at a
minimum, all Restricted Stock and Restricted Stock Units shall be subject to the restrictions set forth in Section 14.4 for a
period of no less than (a) one year from the date of award with respect to Restricted Stock or Restricted Stock Units subject
to restrictions that lapse based upon satisfaction of performance goals, and (b) three years from the date of award with respect
to Restricted Stock or Restricted Stock Units subject to time-based restrictions that lapse based upon one's Continuous Status
as a Participant. For avoidance of doubt, nothing in the foregoing shall preclude any applicable restriction, including those set
forth in Section 14.4 hereof, from lapsing ratably, including, but not limited to, roughly annual increments over three years,
with respect to the Restricted Stock or Restricted Stock Units referred to in Section 10.2(b). Moreover, nothing in the
foregoing shall preclude or be interpreted to preclude Awards to Non-employee Directors from containing a period of
restriction shorter than that set forth above. Finally, nothing in this Section 10.2 shall be deemed or interpreted to preclude the
waiver, lapse or the acceleration of lapse, of any restrictions with respect to Restricted Stock or Restricted Stock Units in
accordance with or as permitted by Sections 14.7 through Section 14.9, respectively, Article 15 or any other provision of the
Plan. Subject to the remaining terms and conditions of the Plan, these restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award
Certificate or any special Plan document governing an Award, the Participant shall have all of the rights of a stockholder with
respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder with respect to Restricted
Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units.
10.3. FORFEITURE. Except as otherwise determined by the Committee at the time of the grant of the Award or
thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to
satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that
time subject to restrictions shall be forfeited; provided, however, that the Committee may provide in any Award Certificate,
subject to the terms and conditions of the Plan, that restrictions or forfeiture conditions relating to Restricted Stock or
Restricted Stock Units will be waived in whole or in part in the event of terminations resulting from specified causes,
including, but not limited to, death, Disability, or for the convenience or in the best interests of the Company.