Crucial 2014 Annual Report Download - page 122

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7
(m) Adopt such modifications, procedures, and subplans as may be necessary or desirable to
comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the
Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to
participants located in such other jurisdictions and to meet the objectives of the Plan.
Notwithstanding the foregoing, grants of Awards to Non-Employee Directors hereunder shall be made only
in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Non-
Employee Directors as in effect from time to time, and the Committee may not make discretionary grants hereunder
to Non-Employee Directors.
Notwithstanding the above, the Board may, by resolution, expressly delegate to a special committee,
consisting of one or more directors who are also officers of the Company, the authority, within specified parameters
as to the number and terms of Awards, to (i) designate officers, employees and/or consultants of the Company or
any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be
received by any such Participants; provided, however, that such delegation of duties and responsibilities to an
officer of the Company may not be made with respect to the grant of Awards to eligible participants (a) who are
subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the Grant Date are reasonably
anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be
treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Committee
regarding the delegated duties and responsibilities and any Awards so granted.
4.4. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award
Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.
ARTICLE 5
SHARES SUBJECT TO THE PLAN
5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and 15.1, the aggregate
number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be
106,000,000; provided, however, that each Share issued under the Plan pursuant to a Full-Value Award that is
settled in Stock shall reduce the number of available Shares by two (2) shares. The maximum number of Shares that
may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 2,000,000.
5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve
as of the date of the grant, but shall be added back to the Plan share reserve in accordance with Section 5.2.
(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any
reason, any unissued or forfeited Shares originally subject to the Award will be added back to the Plan share
reserve and again be available for issuance pursuant to Awards granted under the Plan.
(b) Shares subject to Awards settled in cash will be added back to the Plan share reserve and
again be available for issuance pursuant to Awards granted under the Plan.
(c) Substitute Awards granted pursuant to Section 14.14 of the Plan shall not count against the
Shares otherwise available for issuance under the Plan under Section 5.1.
(d) The following shares of Stock may not again be made available for issuance as Awards
under the Plan: (i) shares of Stock not issued or delivered as a result of the net settlement of an outstanding
Option or SAR, (ii) shares of Stock used to pay the exercise price or withholding taxes related to an
outstanding Option or SAR, or (iii) shares of Stock repurchased on the open market with the proceeds of
the exercise price of an Option.
5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.