Crucial 2014 Annual Report Download - page 134

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19
ARTICLE 16
AMENDMENT, MODIFICATION AND TERMINATION
16.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any
time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however,
that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either
(i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards under the
Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the
term of the Plan, or (v) otherwise constitute a material change requiring stockholder approval under applicable laws,
policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be
subject to stockholder approval; and provided, further, that the Board or Committee may condition any other
amendment or modification on the approval of stockholders of the Company for any reason, including by reason of
such approval being necessary or deemed advisable to (i) comply with the listing or other requirements of an
Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations. Without the
prior approval of the stockholders of the Company, the Plan may not be amended to permit: (i) the exercise price or
base price of an Option or SAR to be reduced, directly or indirectly, (ii) an Option or SAR to be cancelled in
exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the exercise
price or base price of the original Option or SAR, or otherwise, or (iii) the Company to repurchase an Option or
SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying
the Option or SAR is lower than the exercise price or base price per share of the Option or SAR.
16.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:
(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or
termination shall not, without the Participant’s consent, reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such
amendment or termination (with the per-share value of an Option or Stock Appreciation Right for this
purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or
termination over the exercise or base price of such Award);
(b) The original term of an Option may not be extended without the prior approval of the
stockholders of the Company;
(c) Except as otherwise provided in Article 15, without the prior approval of the stockholders
of the Company: (i) the exercise price or base price of an Option or SAR may not be reduced, directly or
indirectly, (ii) an Option or SAR may not be cancelled in exchange for cash, other Awards, or Options or
SARs with an exercise or base price that is less than the exercise price or base price of the original Option
or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or
otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR
is lower than the exercise price or base price per share of the Option or SAR.
(d) No termination, amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the Participant affected thereby. An
outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment
would not reduce or diminish the value of such Award determined as if the Award had been exercised,
vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option
or Stock Appreciation Right for this purpose being calculated as the excess, if any, of the Fair Market Value
as of the date of such amendment over the exercise or base price of such Award).