Crucial 2014 Annual Report Download - page 133

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18
14.15. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock
and awards held by employees of another entity who become employees of the Company or an
Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or
the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The
Committee may direct that the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.
ARTICLE 15
CHANGES IN CAPITAL STRUCTURE
15.1. MANDATORY ADJUSTMENTS. Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each outstanding Award, and the number of issued
shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have
yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the
price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed to have been “effected without
receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be
final, binding, and conclusive. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock
a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding
Stock into a lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be
adjusted proportionately, and the Shares then subject to each Award shall automatically be adjusted proportionately
without any change in the aggregate purchase price therefor. To the extent that any adjustments made pursuant to
this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be
deemed to be Nonstatutory Stock Options. Notwithstanding the foregoing, the Committee shall not make any
adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock right
under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in
the form of payment for purposes of Code Section 409A.
15.2. DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event
or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization or
combination or exchange of shares or any transaction described in Section 15.1), the Committee may, in its sole
discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become
immediately vested and exercisable and will expire after a designated period of time to the extent not then
exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or
cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date
associated with the transaction (or the per-share transaction price), over the exercise or base price of the Award,
(v) that applicable performance targets and performance periods for Awards will be modified, consistent with Code
Section 162(m) where applicable, or (vi) any combination of the foregoing. The Committee’s determination need
not be uniform and may be different for different Participants whether or not such Participants are similarly
situated.
15.3 GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be subject to the
provisions of Article 16. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock
Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock
Options.