Crucial 2014 Annual Report Download - page 131

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16
• Market share
• Employee retention, compensation, training and development, including succession planning
• Objective goals consistent with the Participant’s specific officer duties and responsibilities,
designed to further the financial, operational and other business interests of the Company,
including goals and objectives with respect to regulatory compliance matters.
Performance goals with respect to the foregoing Qualified Business Criteria may be specified in
absolute terms (including completion of pre-established projects, such as the introduction of specified
products), in percentages, or in terms of growth from period to period or growth rates over time as well as
measured relative to an established or created performance index of Company competitors, peers
or other members of high tech industries. Any member of an index that disappears during a measurement
period shall be disregarded for the entire measurement period. Performance Goals need not be based upon
an increase or positive result under a business criterion and could include, for example, the maintenance of
the status quo or the limitation of economic losses (measured, in each case, by reference to a specific
business criterion).
(c) Each Qualified Award (other than an Option or SAR) shall be earned,
vested and payable (as applicable) only upon the achievement of performance goals established by the
Committee based upon one or more of the Qualified Business Criteria, together with the satisfaction of any
other conditions, including the condition as to continued employment as set forth in subsection (g) below,
as the Committee may determine to be appropriate; provided, however, that the Committee may provide, in
its sole and absolute discretion, either in connection with the grant thereof or by amendment thereafter, that
achievement of such performance goals will be waived upon the death or Disability of the Participant, or
upon a Change in Control. Performance periods established by the Committee for any such Qualified
Award may be as short as ninety (90) days and may be any longer period. In addition,
the Committee has the right, in connection with the grant of a Qualified Performance-Based Award, to
exercise negative discretion to determine that the portion of such Award actually earned, vested and/or
payable (as applicable) shall be less than the portion that would be earned, vested and/or payable based
solely upon application of the applicable performance goals.
(d) The Committee may provide in any Qualified Award, at the time the
performance goals are established, that any evaluation of performance shall include, exclude or otherwise
equitably adjust for any event that occurs during a performance period, including by way of example but
without limitation the following: (a) asset or impairment charges; (b) litigation or claim
judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or
provisions affecting reported results; (d) accruals for reorganization and restructuring programs;
(e) extraordinary nonrecurring items as described in then-current account principles and/or in
management’s discussion and analysis of financial condition and results of operations appearing in the
Company’s annual report to stockholders for the applicable year; (f) acquisitions or divestitures; and
(g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered
Employees, they shall be prescribed in a form and at a time that meets the requirements of Code
Section 162(m) for deductibility.
(e) Any payment of a Qualified Award granted with performance goals
pursuant to subsection (c) above shall be conditioned on the written certification of the Committee in each
case that the performance goals and any other material conditions were satisfied. Written certification may
take the form of a Committee resolution passed by a majority of the Committee at a properly convened
meeting or through unanimous action by the Committee via action by written consent. The certification
requirement also may be satisfied by a separate writing executed by the Chairman of the Committee, acting
in his capacity as such, following the foregoing Committee action or by the Chairman executing approved
minutes of the Committee in which such determinations were made. Except as specifically provided in