Crucial 2014 Annual Report Download - page 126

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11
ARTICLE 9
PERFORMANCE SHARES
9.1. GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant Performance Shares
to Participants on such terms and conditions as may be selected by the Committee. The Committee shall have the
complete discretion to determine the number of Performance Shares granted to each Participant, subject to
Section 5.4, and to designate the provisions of such Performance Shares as provided in Section 4.3. All
Performance Shares shall be evidenced by an Award Certificate or a written program established by the Committee,
pursuant to which Performance Shares are awarded under the Plan under uniform terms, conditions and restrictions
set forth in such written program.
9.2. PERFORMANCE GOALS. The Committee may establish performance goals for Performance
Shares which may be based on any criteria selected by the Committee. Such performance goals may be described in
terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an
Affiliate or a division, region, department or function within the Company or an Affiliate. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Company or the
manner in which the Company or an Affiliate conducts its business, or other events or circumstances render
performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the
Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or
function during a performance period, the Committee may determine that the performance goals or performance
period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable
performance period as it deems appropriate to make such goals and period comparable to the initial goals and
period, or (ii) make a cash payment to the participant in amount determined by the Committee. The foregoing two
sentences shall not apply with respect to an Award of Performance Shares that is intended to be a Qualified
Award if the recipient of such award (a) was a Covered Employee on the date of the
modification, adjustment, change or elimination of the performance goals or performance period, or (b) in the
reasonable judgment of the Committee, may be a Covered Employee on the date the Performance Award is
expected to be paid.
9.3. RIGHT TO PAYMENT. The grant of a Performance Share to a Participant will entitle the
Participant to receive at a specified later time a specified number of Shares, or the equivalent value in cash or other
property, if the performance goals established by the Committee are achieved and the other terms and conditions
thereof are satisfied. The Committee shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which they are met, will determine the
number of the Performance Shares that will be earned by the Participant.
9.4. OTHER TERMS. Performance Shares may be payable in cash, Stock, or other property, and have
such other terms and conditions as determined by the Committee and reflected in the Award Certificate.
ARTICLE 10
RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS
10.1. GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Subject to the terms and
conditions of this Article 10, the Committee is authorized to make Awards of Restricted Stock or Restricted Stock
Units to Participants in such amounts and subject to such terms and conditions as may be selected by the
Committee. An Award of Restricted Stock or Restricted Stock Units shall be evidenced by an Award Certificate
setting forth the terms, conditions, and restrictions applicable to the Award.
10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock or Restricted Stock Units shall be subject to
such restrictions on transferability and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock).
Subject to the terms and conditions of the Plan, these restrictions may lapse separately or in combination at such
times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as
the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an
Award Certificate or any special Plan document governing an Award, the Participant shall have all of the rights of a