Crucial 2014 Annual Report Download - page 125

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10
(c) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value (determined as
of the Grant Date) of all Shares with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00.
(d) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to any individual
who, at the Grant Date, owns stock possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary unless the exercise price per share of such
Option is at least 110% of the Fair Market Value per Share at the Grant Date and the Option expires no later
than five years after the Grant Date.
(e) EXPIRATION OF AUTHORITY TO GRANT INCENTIVE STOCK OPTIONS. No
Incentive Stock Option may be granted pursuant to the Plan after the day immediately prior to the tenth
anniversary of the date the Plan was adopted by the Board, or the termination of the Plan, if earlier.
(f) RIGHT TO EXERCISE. During a Participant’s lifetime, an Incentive Stock Option may be
exercised only by the Participant or, in the case of the Participant’s Disability, by the Participant’s guardian
or legal representative.
(g) ELIGIBLE GRANTEES. The Committee may not grant an Incentive Stock Option to a
person who is not at the Grant Date an employee of the Company or a Parent or Subsidiary.
ARTICLE 8
STOCK APPRECIATION RIGHTS
8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock
Appreciation Rights to Participants on the following terms and conditions:
(a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the Participant
has the right to receive, for each Share with respect to which the Stock Appreciation Right is being
exercised, the excess, if any, of:
(1) The Fair Market Value of one Share on the date of exercise; over
(2) The base price of the Stock Appreciation Right as determined by the Committee,
which shall not be less than the Fair Market Value of one Share on the Grant Date.
(b) PROHIBITION ON REPRICING. Except as otherwise provided in Article 15, without the
prior approval of stockholders of the Company: (i) the base price of a SAR may not be reduced, directly or
indirectly, (ii) a SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an
exercise or base price that is less than the base price of the original SAR, or otherwise, and (iii) the
Company may not repurchase a SAR for value (in cash or otherwise) from a Participant if the current Fair
Market Value of the Shares underlying the SAR is lower than the base price per share of the SAR.
(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
times at which a SAR may be exercised in whole or in part. No SAR granted under the Plan shall be
exercisable for more than eight (8) years from the Grant Date.
(d) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
(e) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.
(f) OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by an Award
Certificate. The terms, methods of exercise, methods of settlement, form of consideration payable in
settlement, and any other terms and conditions of any Stock Appreciation Right shall be determined by the
Committee at the time of the grant of the Award and shall be reflected in the Award Certificate. In no event
may any Stock Appreciation Rights be exercisable for more than eight (8) years from the Grant Date.