Crucial 2012 Annual Report Download - page 213

A-16
ARTICLE 17
GENERAL PROVISIONS
17.1. NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or any Eligible
Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the
Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may
be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or
not such Eligible Participants are similarly situated).
17.2. NO STOCKHOLDER RIGHTS. No Award gives a Participant any of the rights of a stockholder of the
Company unless and until Shares are in fact issued to such person in connection with such Award.
17.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.
(a) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that
any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of
the Code would otherwise be payable or distributable under the Plan or any Award Certificate by reason of the
occurrence of a Change in Control, or the Participant's Disability or separation from service, such amount or benefit
will not be payable or distributable to the Participant by reason of such circumstance unless (i) the circumstances
giving rise to such Change in Control, Disability or separation from service meet any description or definition of
“change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code
and applicable regulations (without giving effect to any elective provisions that may be available under such
definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of
Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not
prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined.
If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be
made on the next earliest payment or distribution date or event specified in the Award Certificate that is permissible
under Section 409A.
(b) If any one or more Awards granted under the Plan to a Participant could qualify for any separation
pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar
limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Company's
President) shall determine which Awards or portions thereof will be subject to such exemptions.
(c) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or
benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would
otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant's separation
from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to
any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic
relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) if the payment or distribution is payable in a lump sum, the Participant's right to receive
payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the
Participant's death or the first day of the seventh month following the Participant's separation from service;
and
(ii) if the payment or distribution is payable over time, the amount of such non-exempt
deferred compensation that would otherwise be payable during the six-month period immediately following
the Participant's separation from service will be accumulated and the Participant's right to receive payment
or distribution of such accumulated amount will be delayed until the earlier of the Participant's death or the
first day of the seventh month following the Participant's separation from service, whereupon the
accumulated amount will be paid or distributed to the Participant and the normal payment or distribution
schedule for any remaining payments or distributions will resume.
For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A
and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company's Specified
Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in
accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect
to all nonqualified deferred compensation arrangements of the Company, including this Plan.