Crucial 2014 Annual Report Download - page 138

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23
(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall
determine that the registration, listing or qualification of the Shares covered by an Award upon any
Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the
granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased,
delivered or received pursuant to such Award unless and until such registration, listing, qualification,
consent or approval shall have been effected or obtained free of any condition not acceptable to the
Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such
representations and agreements and furnish such information as the Committee may request to assure
compliance with the foregoing or any other applicable legal requirements. The Company shall not be
required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s
determination that all related requirements have been fulfilled. The Company shall in no event be obligated
to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other
action in order to cause the issuance and delivery of such certificates to comply with any such law,
regulation or requirement.
17.13. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates
shall be construed in accordance with and governed by the laws of the State of Delaware.
17.14. ADDITIONAL PROVISIONS. Each Award Certificate may contain such other terms and conditions
as the Committee may determine; provided that such other terms and conditions are not inconsistent with the
provisions of the Plan.
17.15. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way
affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The
Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other
than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or
transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award
granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.
17.16. INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of
the Board, or an officer of the Company to whom authority was delegated in accordance with Article 4 shall be
indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless
such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided
by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
17.17. SEVERABILITY. In the event that any provision of this Plan is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any
other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force
and effect to the same extent as though the invalid or unenforceable provision was not contained herein.