Crucial 2012 Annual Report Download - page 210

A-13
• Objective goals consistent with the Participant's specific duties and responsibilities, designed to further
the financial, operational and other business interests of the Company, including goals and objectives
with respect to regulatory compliance matters.
Performance goals with respect to the foregoing Qualified Business Criteria may be specified in absolute
terms (including completion of pre-established projects, such as the introduction of specified products), in
percentages, or in terms of growth from period to period or growth rates over time as well as measured relative to an
established or performance index of Company competitors, peers or other members of high tech
industries. Any member of an index that disappears during a measurement period shall be disregarded for the entire
measurement period. Performance Goals need not be based upon an increase or positive result under a business
criterion and could include, for example, the maintenance of the status quo or the limitation of economic losses
(measured, in each case, by reference to a specific business criterion).
(c) Each Qualified Award (other than an Option or SAR) shall be earned, vested
and payable (as applicable) only upon the achievement of performance goals established by the Committee based
upon one or more of the Qualified Business Criteria, together with the satisfaction of any other conditions, including
the condition as to continued employment as set forth in subsection (g) below, as the Committee may determine to
be appropriate; provided, however, that the Committee may provide, in its sole and absolute discretion, either in
connection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be
waived upon the death or Disability of the Participant, or upon a Change in Control. In addition, the Committee has
the right, in connection with the grant of a Qualified Award, to exercise negative discretion to
determine that the portion of such Award actually earned, vested and /or payable (as applicable) shall be less than the
portion that would be earned, vested and/or payable based solely upon application of the applicable performance
goals. Performance periods established by the Committee for any such Qualified Award may be
as short as ninety (90) days and may be any longer period.
(d) The Committee may provide in any Qualified Award, at the time the
performance goals are established, that any evaluation of performance shall include, exclude or otherwise equitably
adjust for any of the following events that occurs during a performance period: (a) asset downs or impairment
charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles
or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs;
(e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and /or in
management's discussion and analysis of financial condition and results of operations appearing in the Company's
annual report to stockholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains
and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed
in a form and at a time that meets the requirements of Code Section 162(m) for deductibility.
(e) Any payment of a Qualified Award granted with performance goals pursuant
to subsection (c) above shall be conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied. Written certification may take the form of a
Committee resolution passed by a majority of the Committee at a properly convened meeting or through unanimous
action by the Committee via action by written consent. The certification requirement also may be satisfied by a
separate writing executed by the Chairman of the Committee, acting in his capacity as such, following the foregoing
Committee action or by the Chairman executing approved minutes of the Committee in which such determinations
were made. Except as specifically provided in subsection (c), no Qualified Award held by a
Covered Employee or an employee who in the reasonable judgment of the Committee may be a Covered Employee
on the date of payment, may be amended, nor may the Committee exercise any discretionary authority it may
otherwise have under the Plan with respect to a Qualified Award under the Plan, in any manner
to waive the achievement of the applicable performance goal based on Qualified Business Criteria or to increase the
amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified
Based Award to cease to qualify for the Section 162(m) Exemption.
(f) Section 5.4 sets forth the maximum number of Shares that may be granted in any one-year period
to a Participant in designated forms of Awards.