Crucial 2012 Annual Report Download - page 212

A-15
Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying
Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) that performance targets
and performance periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable,
or (vi) any combination of the foregoing. The Committee's determination need not be uniform and may be different for
different Participants whether or not such Participants are similarly situated.
15.3. GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be subject to the
provisions of Section 16.2. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options
to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.
ARTICLE 16
AMENDMENT, MODIFICATION AND TERMINATION
16.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time
and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an
amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the
number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand the class of
participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a
material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other
requirements of an Exchange, then such amendment shall be subject to stockholder approval; and provided, further, that the
Board or Committee may condition any other amendment or modification on the approval of stockholders of the Company
for any reason, including by reason of such approval being necessary or deemed advisable to (i) to comply with the listing or
other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.
16.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend,
modify or terminate any outstanding Award without approval of the Participant; provided, however:
(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or
termination shall not, without the Participant's consent, reduce or diminish the value of such Award determined as if
the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination
(with the per-share value of an Option or Stock Appreciation Right for this purpose being calculated as the excess, if
any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of
such Award);
(b) The original term of an Option may not be extended without the prior approval of the stockholders
of the Company;
(c) Except as otherwise provided in Article 15, the exercise price of an Option may not be reduced,
directly or indirectly, without the prior approval of the stockholders of the Company; and
(d) No termination, amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding
Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or
diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise
settled on the date of such amendment (with the per-share value of an Option or Stock Appreciation Right for this
purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the
exercise or base price of such Award).
16.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the
contrary, the Committee may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed
necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to
plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations
and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made
pursuant to this Section 16.3 to any Award granted under the Plan without further consideration or action.