Crucial 2012 Annual Report Download - page 214

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17.4. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction
or other taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the
Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding
requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of
withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.
17.5. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award Certificate or any other
document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant's employment or status as an officer, director or consultant at any time, nor confer upon
any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether
for the duration of a Participant's Award or otherwise. Neither an Award nor any benefits arising under this Plan shall
constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the
benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board of Directors without
giving rise to any liability on the part of the Company or an of its Affiliates.
17.6. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and
deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the
Company or any Affiliate. This Plan is not intended to be subject to ERISA.
17.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in
determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Company or any Affiliate unless provided otherwise in such other plan.
17.8. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
17.9. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
17.10. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
17.11. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its
discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by
rounding up or down.
17.12. GOVERNMENT AND OTHER REGULATIONS.
(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to
the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of
the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless
such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current
and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of
the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.
(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that
the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign,
federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary
or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares
thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such
registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not
acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such
representations and agreements and furnish such information as the Committee may request to assure compliance
with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver
any certificate or certificates for Shares under the Plan prior to the Committee's determination that all related