Crucial 2014 Annual Report Download - page 132

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subsection (c), no Qualified Award held by a Covered Employee or an employee who
in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be
amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan
with respect to a Qualified Award under the Plan, in any manner to waive the
achievement of the applicable performance goal based on Qualified Business Criteria or to increase the
amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the
Qualified Based Award to cease to qualify for the Section 162(m) Exemption.
(f) Section 5.4 sets forth the maximum number of Shares or dollar value that may be granted
in any one-year period to a Participant in designated forms of Qualified Awards.
(g) With respect to a Participant who is an officer of the Company, any payment of a Qualified
Award granted with performance goals pursuant to subsection (c) above shall be
conditioned on the officer having remained continuously employed by the Company or an Affiliate for the
entire performance or measurement period, including, as well, through the date of determination and
certification of the payment of any such Award pursuant to subsection (e) above (the “Certification Date”).
For purposes of the Plan, with respect to any given performance or measurement period, an officer of the
Company who (i) terminates employment (regardless of cause) or who otherwise ceases to be an officer,
prior to the Certification Date and (ii) who, pursuant to a separate contractual arrangement with the
Company is entitled to receive payments from the Company thereunder extending to or beyond such
Certification Date as a result of such termination or cessation in officer status, shall be deemed to have been
employed by the Company as an officer through the Certification Date for purposes of payment eligibility.
14.12. TERMINATION OF EMPLOYMENT. Whether military, government or other service or other leave
of absence shall constitute a termination of employment shall be determined in each case by the Committee at its
discretion, and any determination by the Committee shall be final and conclusive. A Participant’s Continuous Status
as a Participant shall not be deemed to terminate (i) in a circumstance in which a Participant transfers from the
Company to an Affiliate, transfers from an Affiliate to the Company, or transfers from one Affiliate to another
Affiliate, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-
off, sale or disposition of the Participant’s employer from the Company or any Affiliate. To the extent that this
provision causes Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be
an employee of the Company, a Parent or Subsidiary for purposes of Sections 424(e) and 424(f) of the Code, the
Options held by such Participant shall be deemed to be Nonstatutory Stock Options.
14.13. DEFERRAL. Subject to applicable law, the Committee may permit or require a Participant to defer
such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such
Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to
Restricted Stock or Restricted Stock Units, or the satisfaction of any requirements or goals with respect to
Performance Shares, and Other Based Awards. If any such deferral election is required or permitted, the
Board shall, in its sole discretion, establish rules and procedures for such payment deferrals in compliance with
Section 409A of the Code and other applicable law.
14.14. FORFEITURE EVENTS. Awards under the Plan shall be subject to any compensation recoupment
policy that the Company will adopt from time to time, as required by law or otherwise, to the extent applicable. In
addition, the Committee may specify in an Award Certificate that the Participant’s rights, payments and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events shall include, but shall not be limited to, termination of employment for cause, violation of material
Company or Affiliate policies, breach of noncompetition, confidentiality or other restrictive covenants that may
apply to the Participant, other conduct by the Participant that is detrimental to the business or reputation of the
Company or any Affiliate, or a later determination that the vesting of, or amount realized from, a Performance
Award was based on materially inaccurate financial statements or any other materially inaccurate performance
metric criteria, whether or not the Participant caused or contributed to such material inaccuracy.