Crucial 2014 Annual Report Download - page 135

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20
16.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate
to the contrary, the Committee may amend the Plan or an Award Certificate, to take effect retroactively or
otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any
present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the
Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this
Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award granted under the
Plan without further consideration or action.
ARTICLE 17
GENERAL PROVISIONS
17.1. NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or any Eligible
Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the
Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the
Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive,
Awards (whether or not such Eligible Participants are similarly situated).
17.2. NO STOCKHOLDER RIGHTS. No Award gives a Participant any of the rights of a stockholder of
the Company unless and until Shares are in fact issued to such person in connection with such Award.
17.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.
(a) It is intended that the payments and benefits provided under the Plan and any Award shall
either be exempt from the application of, or comply with, the requirements of Section 409A of the Code.
The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless,
the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed.
Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than
in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary
amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
(b) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the
extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes
of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or
distributable, or a different form of payment (e.g., lump sum or installment) would be effected, under the
Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s
Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or
distributable to the Participant, and/or such different form of payment will not be effected, by reason of
such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation
from service meet any description or definition of “change in control event”, “disability” or “separation
from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving
effect to any elective provisions that may be available under such definition). This provision does not
prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however
defined. If this provision prevents the payment or distribution of any amount or benefit, or the application
of a different form of payment of any amount or benefit, such payment or distribution shall be made at the
time and in the form that would have applied absent the Change in Control, Disability or separation from
service, as applicable.
(c) If any one or more Awards granted under the Plan to a Participant could qualify for any
separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the
aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through
the Committee or the Head of Human Resources) shall determine which Awards or portions thereof will be
subject to such exemptions.