Crucial 2014 Annual Report Download - page 129

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Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the
Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant
other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option,
pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to
an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers (other
than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated
taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to so qualify, and (iii) is
otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation,
state or federal tax or securities laws applicable to transferable Awards.
14.5. BENEFICIARIES. Notwithstanding Section 14.4, a Participant may, in the manner determined by
the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other
person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award
Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and
to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner
provided by the Company, at any time provided the change or revocation is filed with the Committee.
14.6. STOCK CERTIFICATES. All Stock issuable under the Plan is subject to any stop-transfer orders
and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities
laws, rules and regulations and the rules of any national securities exchange or automated quotation system on
which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue
instructions to the transfer agent to reference restrictions applicable to the Stock.
14.7. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided in the Award
Certificate or any special Plan document governing an Award, upon the occurrence of a Change in Control, all
outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully
exercisable, and all time-based vesting restrictions on outstanding Awards shall lapse. Except as otherwise provided
in the Award Certificate or any special Plan document governing an Award, upon the occurrence of a Change in
Control, the target payout opportunities attainable under all outstanding Awards shall be
deemed to have been fully earned as of the effective date of the Change in Control based upon an assumed
achievement of all relevant performance goals at the “target” level and there shall be prorata payout to Participants
within thirty (30) days following the effective date of the Change in Control based upon the length of time within
the performance period that has elapsed prior to the Change in Control.
14.8. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award
Certificate or any special Plan document governing an Award, upon the Participant’s death or Disability during his
or her Continuous Status as a Participant, (i) all of such Participant’s outstanding Options, SARs, and other Awards
in the nature of rights that may be exercised shall become fully exercisable, (ii) all time-based vesting restrictions
on the Participant’s outstanding Awards shall lapse, and (iii) the target payout opportunities attainable under all of
such Participant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date
of termination based upon an assumed achievement of all relevant performance goals at the “target” level and there
shall be a payout to the Participant or his or her estate within thirty (30) days following the date of termination. Any
Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Awards
Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth
in Section 7.2(c), the excess Options shall be deemed to be Nonstatutory Stock Options.
14.9. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred as
described in Section 14.7 or 14.8 above, and subject to Section 5.5 as to Full-Value Awards and Section 14.11 as to
Qualified Awards, the Committee may in its sole discretion at any time determine that all or a
portion of a Participant’s Options, SARs, and other Awards in the nature of rights that may be exercised shall
become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the
outstanding Awards shall lapse, and/or that any criteria with respect to any Awards shall be