Crucial 2014 Annual Report Download - page 137

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22
17.4. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local
taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise,
lapse of restriction or other taxable event arising as a result of the Plan. If Shares are surrendered to the Company to
satisfy withholding obligations in excess of the minimum withholding obligation, such Shares must have been held
by the Participant as fully vested shares for such period of time, if any, as necessary to avoid the recognition of an
expense under generally accepted accounting principles. The Company shall have the authority to require a
Participant to remit cash to the Company in lieu of the surrender of Shares for tax withholding obligations if the
surrender of Shares in satisfaction of such withholding obligations would result in the Company’s recognition of
expense under generally accepted accounting principles. With respect to withholding required upon any taxable
event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any
such withholding requirement be satisfied, in whole or in part, by withholding from the Award Shares having a Fair
Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be
withheld for tax purposes, all in accordance with such procedures as the Committee establishes.
17.5. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award Certificate or any other
document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate any Participant’s employment or status as an officer, director or consultant at
any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the
Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.
17.6. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Affiliate. This Plan is not intended to be subject to ERISA.
17.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account
in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or
benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.
17.8. EXPENSES. The expenses of administering the Plan shall be borne by the Company and its
Affiliates.
17.9. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience
of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall
control.
17.10. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine; the plural shall include the singular and the singular shall include the
plural.
17.11. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine,
in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be
eliminated by rounding up or down.
17.12. GOVERNMENT AND OTHER REGULATIONS.
(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares
pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company
(within the meaning of the rules and regulations of the Securities and Exchange Commission under the
1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration
statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an
appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144
promulgated under the 1933 Act.