<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MICRON TECHNOLOGY INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MICRON TECHNOLOGY INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125.00
(2) Form, Schedule or Registration Statement No.: PRE 14A
(3) Filing Party: MICRON TECHNOLOGY, INC.
(4) Date Filed: DECEMBER 6, 1994
Notes:
<PAGE>
[LOGO OF MICRON TECHNOLOGY, INC. APPEARS HERE]
----------------
NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS
MONDAY, JANUARY 30, 1995
To The Shareholders:
Notice Is Hereby Given that the 1994 Annual Meeting of Shareholders of Micron
Technology, Inc., a Delaware corporation (the "Company"), will be held on
January 30, 1995, at 9:00 a.m., Mountain Standard Time, at the Company's
principal office located at 2805 East Columbia Road, Boise, Idaho 83706-9698,
for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To approve an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock from 150,000,000
shares to 300,000,000 shares.
3. To approve the Company's 1994 Stock Option Plan and to reserve
1,000,000 shares of the Company's Common Stock for issuance thereunder.
4. To approve the Company's Executive Bonus Plan.
5. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
public accountants of the Company for the fiscal year ending August 31,
1995.
6. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on December 1, 1994, are
entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to vote,
sign, date, and return the enclosed Proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. The shareholders attending
the meeting may vote in person even if they have returned a proxy.
By Order of the Board of Directors
Cathy L. Smith
Secretary
Boise, Idaho
December 19, 1994
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign it, and return it in the envelope provided, which is addressed for your
convenience. No postage is required if mailed in the United States.
PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
[LOGO OF MICRON TECHNOLOGY, INC. APPEARS HERE]
2805 EAST COLUMBIA ROAD
BOISE, IDAHO 83706-9698
----------------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of Micron
Technology, Inc. (the "Company") for use at the 1994 Annual Meeting of
Shareholders to be held on January 30, 1995, at 9:00 a.m., Mountain Standard
Time, or at any adjournment thereof (the "Annual Meeting"). The purposes of the
Annual Meeting are set forth herein and in the accompanying Notice of 1994
Annual Meeting of Shareholders. The Annual Meeting will be held at the
Company's principal office located at 2805 East Columbia Road, Boise, Idaho
83706-9698. The Company's telephone number is (208) 368-4000.
This Proxy Statement and enclosed Proxy were mailed on or about December 19,
1994, to all shareholders entitled to vote at the meeting.
RECORD DATE
Shareholders of record at the close of business on December 1, 1994 (the
"Record Date"), are entitled to notice of and to vote at the meeting.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Proposals of shareholders of the Company which are intended to be presented
at the Company's 1995 Annual Meeting of Shareholders must be received by the
Company no later than August 22, 1995, and be otherwise in compliance with
applicable laws and regulations in order to be included in the proxy statement
and form of proxy relating to that meeting.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to
such beneficial owners. Proxies may be solicited by the Company's directors,
officers and employees, without additional compensation, personally or by
telephone or telegram.
VOTING SECURITIES AND PRINCIPAL HOLDERS
OUTSTANDING SHARES
The Company has only one class of stock outstanding, the Company's common
stock, $.10 par value per share (the "Common Stock"). At the Record Date,
102,128,550 shares of the Company's Common Stock were issued and outstanding.
1
<PAGE>
VOTING RIGHTS
Each shareholder will be entitled to one vote for each share of Common Stock
held at the Record Date for all matters, including the election of directors,
unless cumulative voting for the election of directors is required. Cumulative
voting for the election of directors shall not be required unless at least one
shareholder has given notice at the meeting prior to the voting of the
intention to cumulate votes. In the event cumulative voting is requested, every
shareholder voting for the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
the shareholder's shares are entitled, or distribute the shareholder's votes
among as many candidates as the shareholder thinks fit, provided that votes
cannot be cast for more than ten (10) candidates. In the event cumulative
voting is required, the persons authorized to vote shares represented by
proxies shall have the authority and discretion to vote such shares
cumulatively for any candidate or candidates for whom authority to vote has not
been withheld.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth security ownership information as of December
1, 1994, for (i) persons known by the Company to own beneficially more than
five percent (5%) of the Company's Common Stock, (ii) each director, (iii) each
Named Executive Officer listed in the "SUMMARY COMPENSATION TABLE" set forth on
page 6, and (iv) all directors and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------- ---------- ----------
<S> <C> <C>
FMR Corp.................................... 11,821,800(1) 11.58%
82 Devonshire Street
Boston, Massachusetts 02109
J.R. Simplot Company........................ 11,849,500(2) 11.60%
999 Main Street, Suite 1300
Boise, Idaho 83707
John R. Simplot............................. 8,789,250(3)(4) 8.61%
999 Main Street, Suite 1300
Boise, Idaho 83707
Simplot Canada Limited...................... 1,300,000(5) 1.27%
Steven R. Appleton.......................... 36,035(6)(7) *
James W. Garrett............................ --0-- *
Jerry M. Hess............................... 10,000(8) *
Reid N. Langrill............................ --0-- *
Robert A. Lothrop........................... 20,482 *
Tyler A. Lowrey............................. 11,000(6)(9) *
Thomas T. Nicholson......................... 784,335 *
Allen T. Noble.............................. 1,025,000 1.00%
Joseph L. Parkinson......................... 85 *
Don J. Simplot.............................. 74,750(3)(10) *
Gordon C. Smith............................. 375 *
Wilbur G. Stover, Jr. ...................... 6,999(6)(7) *
All directors and executive officers as a
group (23 persons) (3),(4),(6),(7),(8),
(9),(10),(11):............................. 24,102,722 23.58%
</TABLE>
2
<PAGE>
- --------
*Less than 1%
(1) Includes shares beneficially owned by subsidiaries of FMR Corp., as
follows: Fidelity Management & Research Company, 11,559,750 shares;
Fidelity Management Trust Company, 207,050 shares; and Fidelity
International Limited, 55,000 shares. Of these shares, FMR Corp. has sole
voting power with respect to 47,750 shares and sole power of disposition
with respect to 11,766,800 shares. Fidelity International Limited has sole
voting and disposition power with respect to all of the shares it
beneficially owns.
(2) Does not include shares held by Simplot Canada Limited, a wholly owned
subsidiary of the J.R. Simplot Company, and by Messrs. John R. Simplot and
Don J. Simplot.
(3) Messrs. John R. Simplot and Don J. Simplot, directors of the Company, serve
as directors and are shareholders of the J.R. Simplot Company. In addition,
Mr. Don J. Simplot serves as a member of Office of the Chairman of the
Board of Directors and as Corporate Vice President of the J.R. Simplot
Company. In addition to their respective number of shares indicated in the
table, these individuals may be deemed to be beneficial owners of
11,849,500 shares held by the J.R. Simplot Company and 1,300,000 shares
held by Simplot Canada Limited, a wholly owned subsidiary of the J.R.
Simplot Company.
(4) Includes 5,851,300 shares held in the J.R. Simplot Self Declaration of
Revocable Trust dated December 21, 1989.
(5) Simplot Canada Limited is a wholly owned subsidiary of the J.R. Simplot
Company.
(6) Does not include shares of common stock of Micron Communications, Inc., a
subsidiary of the Company, held by Mr. Appleton, 811; Mr. Lowrey, 811; Mr.
Stover, 811; and all directors and executive officers as a group (13
persons), 10,431. The total number of shares held by all directors and
executive officers as a group represents 1.83% of the total outstanding
shares of Micron Communications, Inc., common stock.
(7) Includes options exercisable within 60 days of December 1, 1994, under the
Company's 1985 Incentive Stock Option Plan in the following amounts: Mr.
Appleton, 24,000; Mr. Stover, 6,499; and all directors and executive
officers as a group (13 persons), 89,246.
(8) Includes 1,000 shares held by J.M. Hess Construction Co., Inc., a company
owned solely by Mr. Hess.
(9) Does not include 1,966 shares of common stock of Micron Quantum Devices,
Inc., a subsidiary of the Company, held by Mr. Lowrey, which represents
less than one percent (1%) of the total outstanding shares of Micron
Quantum Devices, Inc., common stock. No other directors or executive
officers of the Company hold shares of Micron Quantum Devices, Inc.
(10) Includes 2,500 shares held by Mr. Don J. Simplot as custodian for his
minor child.
(11) Includes 11,849,500 shares held by the J.R. Simplot Company and 1,300,000
shares held by Simplot Canada Limited (see footnote (3) above).
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws currently provide for ten (10) directors, and it is
contemplated that a Board of ten (10) directors will be elected at the meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by them for management's ten (10) nominees named below, all of whom are
presently directors of the Company. In the event that any management nominee is
unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the
present Board of Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them in such a manner as will ensure the election
of as many of the nominees listed below as possible. It is not expected that
any nominee will be unable or will decline to serve as a director. The term of
office of each person elected as a director will continue until the next annual
meeting of shareholders and until such person's successor has been elected and
qualified. Officers are appointed by the Board of Directors and serve at the
discretion of the Board.
3
<PAGE>
The names of the ten (10) nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
--------------- --- -------------------- --------
<C> <C> <S> <C>
Steven R. Appleton.... 34 Chairman of the Board, President, and 1994
Chief Executive Officer of the Company
Jerry M. Hess......... 56 Chairman and Chief Executive Officer of 1994
J.M. Hess Construction Co., Inc.
Robert A. Lothrop..... 68 Retired, former Senior Vice President of 1994
J.R. Simplot Company
Tyler A. Lowrey....... 41 Vice Chairman and Chief Technical 1994
Officer of the Company
Thomas T. Nicholson... 58 Vice President of Honda of Seattle; 1980
President of Mountain View Equipment;
Partner of CC&T Land & Livestock
Allen T. Noble........ 65 President of Farm Development 1980
Corporation; land development;
agribusiness interests
Don J. Simplot........ 59 Member of Office of the Chairman and 1982
Corporate Vice President of the J.R.
Simplot Company
John R. Simplot....... 85 Retired, former Chairman of the Board of 1980
the J.R. Simplot Company
Gordon C. Smith....... 65 Retired, former President and Chief 1990
Executive Officer of the J.R. Simplot
Company
Wilbur G. Stover, Jr.. 41 Vice President, Finance, and Chief 1994
Financial Officer of the Company
</TABLE>
Each of the nominees has been engaged in his principal occupation set forth
above during the past five years, except as follows: (i) Steven R. Appleton
served as Vice President, Manufacturing from August 1989 until April 1991 when
he was appointed President and Chief Operating Officer and as a director of the
Company. In July 1992, he assumed responsibilities as Chairman of the Board,
President, and Chief Executive Officer for Micron Semiconductor, Inc. (a wholly
owned subsidiary of the Company). In May 1994, Mr. Appleton was re-elected to
the Company's Board of Directors. He was named Chairman of the Board,
President, and Chief Executive Officer of the Company in September 1994; (ii)
Robert A. Lothrop served as Senior Vice President of the J.R. Simplot Company
from January 1986 until his retirement in January 1991; (iii) Tyler A. Lowrey
served as the Company's Vice President, Process Research and Development, and
Assistant Technical Officer until April 1990 when he was named Vice President,
Research and Development. He served in these positions, as well as a member of
the Company's Board of Directors from August 1990 until July 1992 when he
became a director and was named Vice President, Chief Technical Officer for
Micron Semiconductor, Inc. In September 1994, he was re-elected to the Board of
Directors of the Company and named Vice Chairman and Chief Technical Officer of
the Company; (iv) Don J. Simplot served as the President of Simplot Financial
Corporation, a wholly owned subsidiary of the J.R. Simplot Company, from
February 1985 until January 1992. In April 1994, Mr. Simplot was appointed as a
member of Office of the Chairman of the J.R. Simplot Company; (v) John R.
Simplot served as the Chairman of the Board of Directors of the J.R. Simplot
Company from 1920 until his retirement in April 1994; (vi) Gordon C. Smith
served in various management positions from July 1980 until January 1992 for
Simplot Financial Corporation, a wholly owned subsidiary of the J.R. Simplot
Company. From May 1988 until his retirement in February 1994, Mr. Smith served
as the President and Chief Executive Officer of the J.R. Simplot Company; (vii)
Wilbur G. Stover, Jr. joined the Company in June 1989 as an accounting manager.
In February 1990, Mr. Stover was named Controller. In July 1992, he was named
Vice President, Finance, and Chief Financial Officer of Micron Semiconductor,
Inc. In September 1994, he was named Vice President, Finance; Treasurer, and
Chief Financial Officer of the Company and was appointed to the Board of
Directors of the Company. Upon the merger of Micron Semiconductor, Inc., with
and into the Company in November 1994, Mr. Stover was named Vice President,
Finance, and Chief Financial Officer of the Company.
4
<PAGE>
John R. Simplot and Gordon C. Smith also serve as directors of the J.R.
Simplot Company. The J.R. Simplot Company is a privately held company involved
in food processing and in manufacturing and marketing fertilizers and
agricultural chemicals.
There is no family relationship between any director or executive officer of
the Company, except between John R. Simplot and Don J. Simplot, who are father
and son, respectively.
Allen T. Noble serves as a director of West One Bancorp, the parent company
of West One Bank, Idaho, the Company's stock transfer agent and registrar.
Don J. Simplot serves as a director of AiRSensors, Inc. The company provides
alternative fuels conversion equipment for automotive applications.
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own beneficially
more than ten percent (10%) of the Common Stock of the Company, to file reports
of ownership and changes of ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Copies of all filed reports are
required to be furnished to the Company pursuant to Section 16(a). Based solely
on the reports received by the Company and on written representations from
reporting persons, the Company believes that the directors, executive officers,
and greater than ten percent (10%) beneficial owners complied with all
applicable filing requirements during the fiscal year ended September 1, 1994,
except for Gordon C. Smith, a director of the Company, who filed late a Form 4
for the month of December.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 3, 1993, Micron Computer, Inc., a subsidiary of the Company,
acquired a total of 30.21 acres of real property located adjacent to its
existing plant site in Nampa, Idaho, from Jerry M. Hess, in exchange for
approximately 13 acres of land owned by Micron Computer, Inc., and a payment in
the amount of $258,000. In January 1994, Micron Computer, Inc., acquired a two-
year option to purchase an additional 40.283 acres from Mr. Hess at a price of
$10,000 per acre. Mr. Hess was appointed to serve as a director of the Company
in September 1994. The Company believes that the terms of the purchase and of
the option agreement were as favorable as those they could have obtained from
unaffiliated third parties.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of fourteen (14) meetings
during the fiscal year ended September 1, 1994. The Board of Directors has
formed an Executive Committee, an Audit Committee, and a Compensation
Committee. A Nominating Committee of the Board of Directors has not been
formed.
The Executive Committee consists of directors Steven R. Appleton, Tyler A.
Lowrey, Thomas T. Nicholson, and Don J. Simplot. The Executive Committee has
been granted all of the powers and authority of the Board of Directors in the
management of the Company's business in the ordinary course. The Executive
Committee held no meetings during fiscal year 1994, due primarily to the
frequency of meetings held by the entire Board.
The Audit Committee, consisting of directors Thomas T. Nicholson, Allen T.
Noble, and Gordon C. Smith, held three (3) meetings during fiscal year 1994.
The Audit Committee is primarily responsible for reviewing the services
performed by the Company's independent public accountants and evaluating the
Company's accounting principles and system of internal accounting controls.
5
<PAGE>
The Compensation Committee consists of directors Robert A. Lothrop, Thomas T.
Nicholson, Allen T. Noble, and John R. Simplot. The Compensation Committee held
one (1) meeting during fiscal year 1994. The Compensation Committee is
primarily responsible for reviewing and approving the compensation for the
Company's officers. (See "Compensation Committee Interlocks and Insider
Participation" on page 11.)
During fiscal year 1994, all directors attended 75% or more of the total
number of meetings of the Board of Directors and of the total number of
meetings of all committees of the Board on which they served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows all compensation paid to the Company's Chief
Executive Officer and the Company's other four most highly compensated
executive officers who were serving as executive officers at the end of fiscal
year 1994 (the "Named Executive Officers") for all services rendered to the
Company and its subsidiaries for each of the last three completed fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL FISCAL OTHER ANNUAL OPTIONS/SARS COMPENSATION
POSITION(1) YEAR SALARY(2) BONUS(3)(4)(5) COMPENSATION GRANTED(#)(6)(7) (8)
------------------ ------ --------- -------------- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. Parkinson 1994 $679,722 $701,534 $ 0 0 $6,217
Micron Technology, Inc. 1993 331,731 499,178 0 0 5,192
Chairman, CEO 1992 250,000 745,682 0 37,500 4,827
James W. Garrett 1994 534,529 611,403 0 0 4,717
Micron Technology, Inc. 1993 265,385 391,041 0 62,500 4,154
President, COO 1992 200,000 433,626 0 37,500 3,862
Steven R. Appleton 1994 436,624 641,926 0 50,000 4,717
Micron Semiconductor, Inc. 1993 232,692 168,736 0 62,510(9) 4,154
Chairman, CEO, President 1992 200,000 39,119 0 162,500 3,279
Tyler A. Lowrey 1994 436,624 613,818 0 50,000 4,717
Micron Semiconductor, Inc. 1993 232,692 303,907 0 62,510(9) 4,154
Vice President, 1992 200,000 230,912 0 37,500 3,862
Chief Technical Officer
Reid N. Langrill 1994 340,216 239,719 0 50,000 6,217
Micron Technology, Inc. 1993 182,692 104,196 0 62,500 3,115
Vice President, Finance; 1992 150,000 54,010 0 12,500 2,896
CFO; Treasurer
</TABLE>
- --------
(1) Represents the Chief Executive Officer and four most highly compensated
executive officers, other than the Chief Executive Officer, in their
respective positions at the end of fiscal year 1994. Mr. Parkinson, Mr.
Garrett, and Mr. Langrill resigned from their positions as officers and
directors of the Company effective as of September 26, 1994. Effective upon
their resignations, Steven R. Appleton was appointed to serve as the
Company's Chairman, Chief Executive Officer, and President; Tyler A. Lowrey
was appointed to serve as Vice Chairman and Chief Technical Officer; and
Wilbur G. Stover, Jr. was appointed to serve as Vice President, Finance,
and Chief Financial Officer of the Company.
(2) Includes compensation deferred by the employee under the Company's
qualified 401(k) retirement plan.
(3) Includes executive bonuses paid during each fiscal year for financial
performance goals relating to previous fiscal years. Executive bonuses are
payable in equal installments over a five (5) year period. Annual payments
are contingent upon the officer's continued employment with the Company or
its subsidiaries and upon profitability of the employing company in the
year of payment.
6
<PAGE>
(4) Includes bonus compensation paid for achievement of performance milestones,
the filing and issuance of patents, and the publication of technical
articles.
(5) Includes cash paid under the Company's or its subsidiaries' time off plans
and profit sharing plans.
(6) Includes options to purchase shares of the Company's Common Stock under the
Company's 1985 Incentive Stock Option Plan (the "ISO Plan").
(7) Options granted under the Company's ISO Plan reflect a 5-for-2 stock split
of the Company's Common Stock outstanding, effected in the form of a stock
dividend, as of April 1, 1994.
(8) Consists of Company contributions under its qualified 401(k) retirement
plan.
(9) Includes stock appreciation rights ("SARs") awarded to Micron
Semiconductor, Inc., employees under the 1993 Micron Semiconductor, Inc.,
Stock Appreciation Rights Plan (the "SAR Plan"). Under the SAR Plan, each
employee of Micron Semiconductor, Inc., as of January 22, 1993, was granted
the right to participate in the book value appreciation of ten (10) shares
of Micron Semiconductor, Inc., common stock. As of September 1, 1994, the
total number of shares subject to appreciation rights under the SAR Plan
represented approximately 1.62% of the total outstanding shares of Micron
Semiconductor, Inc., common stock. Effective November 4, 1994, Micron
Semiconductor, Inc., was merged with and into Micron Technology, Inc., and
the SAR Plan was canceled, resulting in the payment of the book value
appreciation to all eligible employees as of that date.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options granted in fiscal year
1994 to the Named Executive Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------
PERCENT OF FAIR MARKET POTENTIAL REALIZABLE VALUE
TOTAL EXERCISE VALUE OF AT ASSUMED ANNUAL RATES OF
OPTIONS OR BASE COMMON STOCK PRICE APPRECIATION FOR
OPTIONS GRANTED TO PRICE STOCK ON OPTION TERM
GRANTED EMPLOYEES IN PER DATE OF EXPIRATION ----------------------------
NAME (#)(1)(2) FISCAL YEAR SHARE GRANT DATE 0% 5% 10%
---- --------- ------------ -------- ----------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph L. Parkinson..... 0 0% $ 0 $ 0 N/A $ 0 $ 0 $ 0
James W. Garrett........ 0 0% 0 0 N/A 0 0 0
Steven R. Appleton...... 50,000(3) 3.604% 20.37 23.96 9-27-99 179,500 586,935 1,103,830
Tyler A. Lowrey......... 50,000(3) 3.604% 20.37 23.96 9-27-99 179,500 586,935 1,103,830
Reid N. Langrill........ 50,000(3) 3.604% 20.37 23.96 9-27-99 179,500 586,935 1,103,830
</TABLE>
- --------
(1) Options granted under the Company's ISO Plan typically have a six (6) year
term and vest over a five (5) year period. Options under the plan may be
granted as incentive stock options (ISOs) or nonstatutory stock options
(NSOs). ISOs are granted with an exercise price equal to 100% of the fair
market value of the Company's Common Stock on the date of grant, as defined
under the plan. All NSOs are granted with an exercise price equal to 85% of
the fair market value of the Company's Common Stock on the date of grant.
(2) Options granted under the Company's ISO Plan reflect a 5-for-2 stock split
of the Company's Common Stock outstanding, effected in the form of a stock
dividend, as of April 1, 1994.
(3) Represents NSOs granted under the Company's 1985 Incentive Stock Option
Plan.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information regarding option exercises in fiscal
year 1994 by the Named Executive Officers and the value of such officers'
unexercised options and SARs at September 1, 1994:
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED IN-
EXERCISED THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL FISCAL
YEAR-END YEAR-END
---------------- ----------------
NUMBER OF
SHARES
ACQUIRED ON VALUE EXERCISABLE(E) EXERCISABLE(E)
NAME EXERCISE(1) REALIZED UNEXERCISABLE(U) UNEXERCISABLE(U)
---- ----------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C>
Joseph L. Parkinson..... 10,184 $ 454,923 0(E) $ 0(E)
22,500(U) 776,938(U)
James W. Garrett........ 47,200 2,122,219 0(E) 0(E)
72,499(U) 2,301,493(U)
Steven R. Appleton...... 39,465 1,195,797 0(E) 0(E)
202,511(U)(2) 6,055,274(U)(2)
Tyler A. Lowrey......... 14,613 873,567 0(E) 0(E)
122,509(U)(2) 3,263,099(U)(2)
Reid N. Langrill........ 9,700 596,221 0(E) 0(E)
107,500(U) 2,734,488(U)
</TABLE>
- --------
(1) Shares acquired on exercise of an option reflect a 5-for-2 stock split of
the Company's Common Stock outstanding, effected in the form of a stock
dividend, as of April 1, 1994.
(2) Includes SARs granted with respect to ten (10) shares of Micron
Semiconductor, Inc., common stock under the 1993 Micron Semiconductor,
Inc., Stock Appreciation Rights Plan.
COMPENSATION OF DIRECTORS
Directors' Fees
Directors who are employees of the Company receive no additional or special
remuneration for their service as directors. Directors of the Board who are not
employees of the Company receive a director fee of $3,000 for each Board of
Directors meeting attended. The Company also reimburses directors for travel
and lodging expenses, if any, incurred in connection with attendance at Board
meetings.
TERMINATION OF EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENT
Termination Agreements
The Company has entered into separate agreements with the executive officers
and certain other key employees of the Company relating to notice of
termination and compensation upon termination or death. Each agreement requires
that the Company or the officer or employee give six (6) months advance written
notice of termination regardless of the reason or justification for
termination. The Company, the officer, or employee may discontinue active
duties at any time following notice; however, employment for purposes of
salary, bonuses, benefits, stock vestings, and for determining conflicts of
interest continues for at least six (6) months from the date of notice. The
Board also approved the payment of performance bonuses that otherwise would
have been paid within six (6) months after the date of an officer's death.
There were no amounts paid by the Company during fiscal year 1994 pursuant to
these agreements. Subsequent to fiscal year end 1994, payments were made
pursuant to these agreements to Mr. Joseph L. Parkinson, Mr. James W. Garrett,
and Mr. Reid N. Langrill who resigned from their positions as officers and
directors of the Company effective as of September 26, 1994.
8
<PAGE>
Change in Control Arrangement
On October 31, 1988, the Company's Board of Directors adopted an arrangement
whereby, upon any change in control of the Company, all unvested shares and
options shall vest, and all bonuses earned which are subject to installments
shall be immediately due and payable. "Change in Control" is defined under this
arrangement to mean the acquisition by any person or entity, directly,
indirectly or beneficially, acting alone or in concert, of more than thirty-
five percent (35%) of the Common Stock of the Company outstanding at any time.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE
GRAPH ON PAGE 12 SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE
This report has been prepared by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). Robert A. Lothrop, Thomas T.
Nicholson, Allen T. Noble, and John R. Simplot serve as members of the
Committee. The Committee meets at least annually or more frequently as the
Company's Board of Directors may request.
For fiscal year 1994, the executive officers of the Company consisted of
individuals employed by the Company and employed by Micron Semiconductor, Inc.,
the Company's primary operating subsidiary. The Committee's primary
responsibilities include the review of compensation, consisting of salary,
bonuses, benefits, and stock option grants, of the Company's officers and of
certain officers of Micron Semiconductor, Inc. In fiscal year 1994,
compensation for the Company's officers was reviewed and approved by the
Company's Board of Directors. Compensation for Micron Semiconductor, Inc.,
officers was reviewed and approved by the Micron Semiconductor, Inc., Board of
Directors. Grants to Micron Semiconductor, Inc., officers of options to
purchase the Company's Common Stock were reviewed and approved by the Boards of
Directors of Micron Semiconductor Inc., and of the Company. Effective November
4, 1994, Micron Semiconductor, Inc., was merged with and into Micron
Technology, Inc. On October 17, 1994, Robert A. Lothrop and Thomas T. Nicholson
were appointed to replace Joseph L. Parkinson and Reid N. Langrill as members
of the Compensation Committee. Compensation for the Company's officers for
fiscal year 1995, including base salary, performance bonuses, stock option
grants, and other compensation, were determined and approved by the
Compensation Committee.
EXECUTIVE OFFICER COMPENSATION
The executive officer compensation programs utilized by the Company are
described below for the purpose of providing a general understanding of the
various components of executive officer compensation. These executive officer
compensation programs are designed to attract, retain, and reward highly
qualified executive officers who are important to the Company's success and to
provide incentives relating directly to the financial performance and long-term
growth of the Company and its subsidiaries. The various components of the
executive officer compensation programs used by the Company are, in most cases,
the same as those made available generally to employees of the Company and its
subsidiaries. The following is a summary of the executive officer compensation
programs:
Cash Compensation
BASE SALARY. The executive officers' base salaries are established primarily
upon an evaluation of the officer's position and contribution to the Company
including (i) individual performance, (ii) responsibility, (iii) technical
expertise, (iv) length of service, (v) company performance, and (vi) industry
compensation levels.
9
<PAGE>
COMPANY PERFORMANCE BONUSES. Cash bonuses to executive officers are intended
to reward officers for the Company's financial performance during the fiscal
year. Accordingly, bonuses are determined based on a performance criteria
established at the beginning of each fiscal year formulated primarily as a
percentage of the after-tax net profit of the Company at the end of the fiscal
year. Performance bonus percentages are established according to a subjective
analysis of each officer according to the same criteria utilized to determine
base salary. (See "PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE BONUS PLAN" set
forth on page 17.)
PROFIT SHARING. The Company distributes ten percent (10%) of the Company's
quarterly after-tax net profits to all eligible employees of the Company. The
plan provides for equal distribution to each employee of the first $500,000 of
the amount eligible for distribution. Amounts exceeding this limit are
distributed in proportion to the base salary of eligible employees. Prior to
the merger of Micron Semiconductor, Inc., with and into the Company in November
1994, the amount of Company consolidated after-tax net profits allocable to
Company employees was determined based on a comparison of the total base salary
for all Company employees to the total base salary for all employees of the
Company and its subsidiaries. Distributions to Micron Semiconductor, Inc.,
employees were determined based on after-tax net profits attributable to Micron
Semiconductor, Inc.
INCENTIVE BONUSES. From time to time, incentive cash bonuses are approved for
payment to employees, including executive officers, for the achievement of
milestones, the completion of projects identified as contributing substantially
to company success, and the attainment of technological advances.
Equity Compensation
STOCK OPTIONS. In order to provide long-term incentive to the executive
officers and employees of the Company and its subsidiaries related to long-term
growth in the value of the Company's stock, the Company issues incentive stock
options and nonstatutory stock options to such persons under the Company's
incentive stock option plans.
Other Compensation
In addition to cash and equity compensation programs, the executive officers
participate in various other employee benefit plans, including but not limited
to time-off plans and a recently terminated sabbatical program made available
by the Company. Under these plans, all employees of the Company, including
executive officers, are allowed to accumulate vacation time and to accept a
sabbatical leave for time accumulated under the sabbatical program prior to
termination, or to receive cash in lieu thereof. Executive officer
participation in various clubs, organizations, and associations may also be
funded by the Company.
Payment/Exercise Restrictions
In an effort to encourage employees and executive officers to remain employed
and to promote Company performance, many compensation programs for employees
and executive officers contain provisions delaying payment and requiring
continuing Company profitability. In this regard, cash bonuses to each
executive officer are approved and paid in equal annual installments over a
five (5) year period, provided that the Company is profitable in the year of
payment and the individual remains employed by the Company or a subsidiary of
the Company. Likewise, stock options granted to executive officers typically
have a term of six (6) years and vest twenty percent (20%) each year for a
period of five (5) years from the date of grant.
CEO COMPENSATION
During fiscal year 1994, Joseph L. Parkinson served as the Chairman of the
Board of Directors and the Chief Executive Officer of the Company. He resigned
from his officer and director positions with the Company, effective as of
September 26, 1994. Mr. Parkinson is a founder of the Company and served as
President and Chief Operating Officer of the Company from 1980 to 1986 when he
was appointed to serve in
10
<PAGE>
the above positions. Mr. Parkinson's compensation for fiscal year 1994
consisted of amounts received under the executive officer compensation programs
described above. The amounts paid to Mr. Parkinson during the fiscal year were
based primarily on the Compensation Committee's assessment of Mr. Parkinson's
performance, his contributions to Company operations, the Company's
performance, and a competitive analysis completed by the committee members in
the prior fiscal year.
In September 1993, the Board adjusted Mr. Parkinson's base salary from
$500,000 to $700,000 per year based primarily on Mr. Parkinson's overall
performance relative to the Company's performance during fiscal year 1993,
anticipated performance for fiscal year 1994, and on the Board's assessment of
the Company's ability to compete long-term with the pay practices of other
semiconductor manufacturing companies.
The bonus payments received by Mr. Parkinson during fiscal year 1994 were
attributable to Company performance bonuses earned for profits achieved in
fiscal years 1993 and 1994. Mr. Parkinson's total cash compensation increased
in fiscal year 1994 as compared to fiscal year 1993, due to the increase to his
base salary and the payment in fiscal year 1994 of bonuses attributable to
significant profits achieved in fiscal years 1993 and 1994. At his request, Mr.
Parkinson was not granted stock options in fiscal years 1993 and 1994.
Compensation Committee of the Board of
Directors
Robert A. Lothrop
Thomas T. Nicholson
Allen T. Noble
John R. Simplot
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1994, the Compensation Committee members consisted of
Joseph L. Parkinson, Reid N. Langrill, John R. Simplot, and Allen T. Noble.
Joseph L. Parkinson and Reid N. Langrill served as the Company's Chairman of
the Board and Chief Executive Officer, and Vice President, Finance; Treasurer
and Chief Financial Officer, respectively, until September 26, 1994, when they
resigned as officers and directors of the Company. During the fiscal year,
there were no other members of the Compensation Committee who where officers or
employees of the Company or any of its subsidiaries, or that had any
relationship that would constitute an interlocking relationship with executive
officers or directors of another entity.
11
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates a five-year comparison of cumulative total
returns for the Company's Common Stock, the S&P 500 Composite Index, and the
S&P Electronics (Semiconductors) Index from August 31, 1989, through August 31,
1994. In September 1994, the Company was added to the S&P Electronics
(Semiconductors) Index. For purpose of this disclosure, current companies of
S&P Electronics (Semiconductors) Index include Advanced Micro Devices, Inc.;
Intel Corporation; Micron Technology, Inc.; Motorola, Inc.; National
Semiconductor Corporation; and Texas Instruments Incorporated.
Note: Management cautions that the stock price performance information shown
in the graph below is provided as of fiscal year-end and may not be indicative
of current stock price levels or future stock price performance.
[GRAPH APPEARS HERE]
The Company operates on a 52/53 week fiscal year which ends on the Thursday
closest to August 31. Accordingly, the Company's last trading day of its fiscal
year varies. For consistent presentation and comparison to the industry indices
shown herein, the Company has calculated its stock performance graph assuming
an August 31 year-end. The performance graph assumes $100 invested on August
31, 1989, in common stock of Micron Technology, Inc., the S&P 500 Composite
Index, and the S&P Electronics (Semiconductors) Index. Any dividends paid
during the period presented are assumed to be reinvested. The performance was
plotted using the following data:
<TABLE>
<CAPTION>
YEAR ENDING AUGUST 31
-----------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Micron Technology, Inc............................ $100 $63 $98 $106 $374 $707
S&P Electronics (Semiconductors) Index............ 100 106 126 154 345 $366
S&P 500 Composite Index........................... 100 95 121 130 150 $158
</TABLE>
12
<PAGE>
PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation (the "Certificate"), as currently
in effect, provides that the Company is authorized to issue one class of stock,
consisting of 150,000,000 shares of Common Stock, $0.10 par value per share. In
October 1994, the Board of Directors authorized an amendment to the Certificate
to increase the authorized number of shares of Common Stock to 300,000,000
shares. The shareholders are being asked to approve at the Annual Meeting such
amendment to the Certificate. Under the proposed amendment, paragraph 4 of the
Certificate would be amended to read as follows:
"4. The total number of shares of common stock which the corporation shall
have the authority to issue is three hundred million (300,000,000), and the par
value of each of such shares is Ten Cents ($0.10)."
The Company currently has 150,000,000 authorized shares of Common Stock. As
of November 3, 1994, 102,093,051 shares of Common Stock were issued and
outstanding. In addition, as of November 3, 1994, and without giving effect to
the proposal to approve the Company's 1994 Stock Option Plan described in this
Proxy Statement, 3,698,100 shares were reserved for future grant or for
issuance upon the exercise of outstanding options under the Company's 1985
Incentive Stock Option Plan and 1989 Employee Stock Purchase Plan.
PURPOSE AND EFFECT OF THE AMENDMENT
The principal purpose of the proposed amendment to the Certificate is to
authorize additional shares of Common Stock which will be available in the
event the Board of Directors determines that it is necessary or appropriate to
permit future stock dividends or stock splits, to raise additional capital
through the sale of securities, to acquire another company or its business or
assets, or to establish a strategic relationship with a corporate partner. The
Board of Directors has no present plan, agreement, or arrangement to issue any
of the shares for which approval is sought. If the amendment is approved by the
shareholders, the Board of Directors does not intend to solicit further
shareholder approval prior to the issuance of any additional shares of Common
Stock, except as may be required by applicable law.
The increase in authorized Common Stock will not have any immediate effect on
the rights of existing shareholders. To the extent that the additional
authorized shares are issued in the future, the existing shareholders'
percentage equity ownership will decrease and, depending on the price at which
shares are issued, could have the effect of diluting the earnings per share and
book value per share of outstanding shares of Common Stock. The holders of
Common Stock have no preemptive rights. The increase in the authorized number
of shares of Common Stock and the subsequent issuance of such shares could have
the effect of delaying or preventing a change in control of the Company without
further action by the shareholders by diluting the stock ownership or voting
rights of a person seeking to obtain control of the Company.
REQUIRED VOTE
The approval of the amendment to the Certificate of Incorporation requires
the affirmative vote of a majority of the outstanding shares of the Company's
Common Stock entitled to vote on this subject matter. Management recommends
voting "FOR" approval of the amendment.
PROPOSAL TO APPROVE THE 1994 STOCK OPTION PLAN
The Company seeks shareholder approval of the 1994 Stock Option Plan (the
"1994 Plan"). On October 27, 1994, the Board of Directors unanimously approved
the 1994 Plan and directed that it be submitted to the Company's shareholders
at the 1994 Annual Meeting. The 1994 Plan includes provisions necessary for the
plan to comply with Section 162(m) of the Internal Revenue Code of 1986 (the
"Code"). Section 162(m)
13
<PAGE>
places a limit of $1,000,000 on the amount of certain compensation that may be
deducted by the Company in any tax year with respect to each of the Company's
highest paid executives, including compensation relating to stock option
exercises. The compensation of the highest paid executives relating to stock
option exercises is not subject to the deduction limit if certain limitations
approved by shareholders are applied to stock options granted to executive
officers.
The following is a summary of the material features of the 1994 Plan. The
1994 Plan is attached as Appendix A to this Proxy Statement, and the following
summary is qualified in its entirety by reference to it.
PURPOSE OF THE 1994 PLAN
The 1,000,000 shares reserved for issuance under the 1994 Plan represent less
than one percent (1%) of the Company's Common Stock outstanding as of November
3, 1994. The stock options awarded under the 1994 Plan are designed to align
management and shareholder long-term interests and to enable the Company to
attract, motivate, and retain experienced and qualified management personnel.
ADMINISTRATION
The 1994 Plan shall be administered by (i) the Board of Directors if the
Board may administer the Plan in compliance with Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") or
(ii) a committee appointed by the Board and constituted so as to permit the
1994 Plan to comply with the provisions of Rule 16b-3. If permitted by Rule
16b-3, the 1994 Plan may be administered by different bodies with respect to
employees who are directors, non-director officers, employees who are neither
directors nor officers, and consultants. For purposes of this plan description,
the term "Committee" shall mean the Compensation Committee of the Board.
Members of the Board receive no additional compensation for their services in
connection with the administration of the 1994 Plan.
The Committee has the discretion to select the employees and consultants to
whom options may be granted (an "Optionee"), to determine the number of shares
granted under each option, and to make all other determinations which it deems
necessary or appropriate in the interpretation and administration of the 1994
Plan. The Committee, in its discretion, may accelerate the vesting of any
option, may reduce the exercise price of any option, and amend or modify any
option provided such amendment does not impair the rights of any Optionee
unless mutually agreed otherwise by the Optionee and Committee. Options granted
under the 1994 Plan will be evidenced by a written agreement between the
Company and the Optionee, containing the specific terms and conditions of each
option. The current form of agreement provides for an option term of six (6)
years with the shares exercisable one-fifth (1/5) per year commencing with the
first anniversary date of the date of grant.
ELIGIBLE PARTICIPANTS
Only persons who are officers, employees, or consultants, including advisors,
of the Company will be eligible to participate in, and to receive options
under, the 1994 Plan. Neither the members of the Committee, nor any member of
the Company's Board of Directors who is not also an officer or employee of the
Company, may participate in the 1994 Plan. As of November 3, 1994, there were
approximately 5,700 employees of the Company who would be eligible to
participate in the 1994 Plan. An Optionee may be granted more than one option
under the 1994 Plan. No employee of the Company shall be granted options to
purchase more than 250,000 shares during any fiscal year.
TERMS OF OPTIONS
The 1994 Plan provides for the grant of incentive stock options ("ISOs") as
defined in Section 422 of the Code, or nonstatutory stock options ("NSOs").
Options granted to consultants shall be nonstatutory stock
14
<PAGE>
options. The purchase price per share payable by an Optionee upon the exercise
of each ISO granted under the 1994 Plan shall equal the fair market value of
the Company's Common Stock on the date of the grant. The fair market value of
the Company's stock is deemed to be the average closing price of the Company's
Common Stock as quoted on the New York Stock Exchange for the five (5) business
days preceding the date an option is granted. The purchase price per share
payable by an Optionee upon the exercise of each NSO granted under the 1994
Plan shall be determined by the Committee.
The exercise price of an option granted under the 1994 Plan may be paid in
cash, check, promissory note, or, at the discretion of the Committee, in shares
of the Company's Common Stock, or in any combination thereof. Other methods of
payment available under the Plan include the acceptance by the Committee and
stockbroker of documentation necessary to perform a cashless exercise
transaction or the reduction of any Company liability to an Optionee. In
general, if an Optionee's employment with the Company is terminated for any
reason, options exercisable as of the date of termination may be exercised for
a period of 30 days following such date. Options yet to be exercisable
terminate immediately upon the date of the termination. However, the Committee
may grant options under the 1994 Plan which survive the termination of an
Optionee's employment with the Company, and may accelerate the vesting of
options upon such terms and conditions as the Committee may determine.
Options granted under the 1994 Plan cannot be assigned, transferred, pledged,
or otherwise encumbered in any way, except in the event of the death of an
Optionee, by the Optionee's will, or by the applicable laws of descent or
distribution. Options granted under the 1994 Plan may be exercised during an
Optionee's lifetime only by the Optionee.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
Subject to adjustment in the case of certain changes in the capital structure
of the Company, and subject to the shareholders' approval of the 1994 Plan, a
maximum of 1,000,000 shares of the Company's $.10 par value Common Stock has
been reserved for issuance pursuant to options granted under the 1994 Plan. In
the event of a change in the number or nature of the Company's shares of
outstanding Common Stock by reason of a stock dividend, stock split,
recapitalization, reorganization, merger, exchange of shares, or other similar
capital adjustment, a proportionate adjustment may be made in the number of
shares reserved for issuance under the 1994 Plan and will be made to the
number, class, and exercise price of shares subject to any outstanding options
under the 1994 Plan, in order to maintain the purpose of the original grant.
AMENDMENT AND TERMINATION OF THE 1994 PLAN
The 1994 Plan is effective upon the adoption by the Company's Board of
Directors and is subject to approval by the Company's shareholders at the 1994
Annual Meeting and will terminate ten (10) years from such date, unless earlier
terminated by the Board of Directors. However, the Company's Board of Directors
may, at any time, terminate the 1994 Plan on an earlier date, provided that
such termination will not affect the rights of the Optionees under any
outstanding options previously granted under the 1994 Plan. In addition, and
subject to the limitations in the 1994 Plan, the Company's Board of Directors
may amend the Plan at any time.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the 1994
Plan is intended to be a summary of applicable federal law. State and local tax
consequences may differ. Because the federal income tax rules governing options
and related payments are complex and subject to frequent change, Optionees are
advised to consult their tax advisors prior to exercise of options or
dispositions of stock acquired pursuant to option exercise.
15
<PAGE>
ISOs and NSOs are treated differently for federal tax purposes. ISOs are
intended to comply with the requirements of Section 422 of the Code. NSOs need
not comply with such requirements.
An Optionee is not taxed on the grant or exercise of an ISO. The difference
between the exercise price and the fair market value of the shares on the
exercise date will, however, be a preference item for purposes of the
alternative minimum tax. If an Optionee holds the shares acquired upon exercise
of an ISO for at least two years following grant and at least one year
following exercise, the Optionee's gain, if any, upon a subsequent disposition
of such shares is long-term capital gain. The measure of the gain is the
difference between the proceeds received on disposition and the Optionee's
basis in the shares (which generally equals the exercise price). If an Optionee
disposes of stock acquired pursuant to exercise of an ISO before satisfying the
one and two-year holding periods described above, the disposition disqualifies
the option from favorable tax treatment as an ISO, and the Optionee will
recognize ordinary income in the year of disposition. The amount of the
ordinary income will be the lesser of (i) the amount realized on disposition
less the Optionee's adjusted basis in the stock (usually the option price) or
(ii) the difference between the fair market value of the stock on the exercise
date and the option price. The balance of the consideration received on such a
disposition will be capital gain. The Company is not entitled to an income tax
deduction on the grant or exercise of an ISO or on the Optionee's disposition
of the shares after satisfying the holding period requirement described above.
If the holding periods are not satisfied, the Company will be entitled to a
deduction in the year the Optionee disposes of the shares in an amount equal to
the ordinary income recognized by the Optionee.
An Optionee is not taxed on the grant of an NSO. On exercise, however, the
Optionee recognizes ordinary income equal to the difference between the option
price and the fair market value of the shares on the date of exercise. The
Company is entitled to an income tax deduction in the year of exercise in the
amount recognized by the Optionee as ordinary income. Any gain on subsequent
disposition of the shares is long-term capital gain if the shares are held for
at least one year following exercise. The Company does not receive a deduction
for this gain.
PLAN BENEFITS
As of December 1, 1994, the following Options representing shares of the
Company's Common Stock were granted under the 1994 Plan to the (i) Named
Executive Officers, (ii) all current executive officers as a group, (iii)
current directors who are not executive officers as a group, and (iv) all
employees who are not executive officers, as a group:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
DOLLAR SUBJECT TO AGGREGATE
NAME (1) VALUE(2) OPTIONS GRANTED EXERCISE PRICE
-------- ---------- --------------- --------------
<S> <C> <C> <C>
Joseph L. Parkinson.................. $ 0 0 $ 0
James W. Garrett..................... 0 0 0
Steven R. Appleton................... 285,900 60,000 2,181,600
Tyler A. Lowrey...................... 285,900 60,000 2,181,600
Reid N. Langrill..................... 0 0 0
All Executive Officers as a group
(13)................................ 1,906,000 400,000 14,544,000
Non-Executive Director Group......... 0 0 0
Non-Executive Officer Employee Group. 0 0 0
</TABLE>
- --------
(1) Mr. Parkinson, Mr. Garrett, and Mr. Langrill resigned from their positions
as officers and directors of the Company effective as of September 26,
1994.
(2) The dollar value reflects the difference obtained by subtracting the
aggregate exercise price of such options granted from the aggregate market
value of the Company's Common Stock underlying such options, based on a
closing price of $41.125 as traded on the New York Stock Exchange, on
December 1, 1994.
16
<PAGE>
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock represented and entitled to vote at the Annual Meeting
is required to approve the 1994 Stock Option Plan. Abstentions are counted as
shares present and entitled to vote, therefore, abstentions are equivalent to
votes against. Management recommends voting "FOR" approval of the proposal.
PROPOSAL TO APPROVE
THE COMPANY'S EXECUTIVE BONUS PLAN
In 1993, Section 162(m) was added to the Internal Revenue Code of 1986. The
inclusion of this section limits the Company's deduction for federal income tax
purposes of compensation in excess of $1,000,000 paid to the Company's Chief
Executive Officer and its four highest paid executives unless the plans under
which the compensation was paid meets the requirements of Section 162(m).
Compensation plans which are performance based and approved by the Company's
shareholders will not be subject to the deduction limit. Therefore, in order to
maximize the Company's deductions, the Board of Directors of the Company is
requesting that shareholders approve the Executive Bonus Plan at the Annual
Meeting.
The following is a summary of the material features of the Executive Bonus
Plan. The Executive Bonus Plan is attached as Appendix B to this Proxy
Statement, and the following summary is qualified in its entirety by reference
to it.
PURPOSE
The Micron Technology, Inc. Executive Bonus Plan (the "Plan") is designed to
attract, retain, and reward highly qualified executives who are important to
the Company's success and to provide incentives relating directly to the
financial performance and long-term growth of the Company.
ELIGIBLE PARTICIPANTS
Individuals who are eligible to participate in the Plan include the executive
officers and certain other key employees of the Company as may be determined by
the Compensation Committee of the Board of Directors. Individuals subject to
the reporting requirements of Section 16 of the Securities Exchange Act of 1934
("Exchange Act") are considered to be executive officers for purposes of the
Plan.
ADMINISTRATION
The Plan is administered by the Compensation Committee (the "Committee") of
the Board of Directors. The present members of the Committee are Robert A.
Lothrop, Thomas T. Nicholson, Allen T. Noble, and John R. Simplot, all of whom
are deemed to be outside directors of the Company, as defined under Section
162(m). None of the members receive compensation from the Company in any
capacity other than as a director of the Company.
Promptly after the beginning of the fiscal year the Committee determines the
percentage or other amount related to the Company's profits available for award
under the Plan based on the profits of the Company as determined by the
Company's consolidated after-tax net profits; determines the executives
eligible to participate; determines each executive's bonus based on the
Company's profits for the fiscal year; and determines the frequency at which
each bonus will be paid when attained.
The maximum bonus amount that can be paid to any executive with respect to
any one fiscal year results cannot exceed the greater of $2,000,000 or two
percent (2%) of the Company's consolidated after-tax net profits. Such amount
shall be paid within 90 days after the close of the Company's fiscal year
unless the Committee elects to defer the payout of the bonus amount over a
period not to exceed five (5) years, subject
17
<PAGE>
to continuation of the executive's employment and profitability of the Company
in the year paid. Bonuses will be paid only when the Committee certifies in
writing that the profitability requirement has been met. In the event of a
Change in Control any bonuses earned, but not yet paid under the Plan, shall be
immediately payable. (See "Change in Control Arrangement" set forth on page 9.)
The Committee may amend, modify, suspend, or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law. The Committee will seek shareholder approval of
any amendment determined to require shareholder approval or advisable under the
regulations of the Internal Revenue Service or other applicable laws or
regulations.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock represented and entitled to vote at the Annual Meeting
is required to approve the Executive Bonus Plan. For purposes of this vote,
abstentions will not be counted as voting on this proposal. Management
recommends voting "FOR" approval of the proposal.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand L.L.P., independent
public accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending August 31, 1995, and recommends that
shareholders vote "FOR" ratification of such appointment. Coopers & Lybrand
L.L.P. have been the Company's independent public accountants since fiscal year
1985. The affirmative vote of the holders of a majority of the outstanding
shares of the Company's Common Stock present or represented and voting at the
meeting will be required for ratification of such appointment. In the event of
a negative vote on such ratification, the Board of Directors will reconsider
its selection.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
meeting, will have the opportunity to make a statement if they so desire, and
are expected to be available to respond to appropriate questions.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting, the persons named in the
accompanying form of Proxy will vote, in their discretion, the shares they
represent.
THE BOARD OF DIRECTORS
Dated: December 19, 1994
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APPENDIX A
MICRON TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock Option Plan are:
. to attract and retain the best available personnel for positions of
substantial responsibility,
. to provide additional incentive to Employees and Consultants, and
. to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under Delaware corporate and
securities laws and the Code.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means the acquisition by any person or entity,
directly, indirectly or beneficially, acting alone or in concert, of more
than thirty-five percent (35%) of the Common Stock of the Company
outstanding at any time.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a Committee appointed by the Board in accordance
with Section 4 of the Plan.
(g) "Common Stock" means the Common Stock of the Company.
(h) "Company" means Micron Technology, Inc., a Delaware corporation.
(i) "Consultant" means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services and who is compensated
for such services. The term "Consultant" shall not include Directors who
are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.
(j) "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship with the Company, any Parent, or
Subsidiary, is not interrupted or terminated. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. A leave of absence approved by the Company
shall include sick leave, military leave, or any other personal leave
approved by an authorized representative of the Company. For purposes of
Incentive Stock Options, no such leave may exceed 90 days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 91st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.
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(k) "Director" means a member of the Board.
(l) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
(m) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall
be sufficient to constitute "employment" by the Company.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(o) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange,
including without limitation the New York Stock Exchange ("NYSE"), or a
national market system, the Fair Market Value of a Share of Common
Stock shall be the average closing price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system
(or the exchange with the greatest volume of trading in Common Stock)
for the five business days preceding the day of determination, as
reported in the The Wall Street Journal or such other source as the
Administrator deems reliable;
(ii) If the Common Stock is quoted on the over-the-counter market or
is regularly quoted by a recognized securities dealer, but selling
prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for
the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Administrator.
(p) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
(q) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.
(r) "Notice of Grant" means a written notice evidencing certain terms and
conditions of an individual Option grant. The Notice of Grant is subject to
the terms and conditions of the Option Agreement.
(s) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(t) "Option" means a stock option granted pursuant to the Plan.
(u) "Option Agreement" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(v) "Option Exchange Program" means a program whereby outstanding options
are surrendered in exchange for options with a lower exercise price.
(w) "Optioned Stock" means the Common Stock subject to an Option.
(x) "Optionee" means an Employee or Consultant who holds an outstanding
Option.
(y) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(z) "Plan" means this 1994 Option Plan.
(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect
to the Plan.
(bb) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 12 of the Plan.
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(cc) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code. In the case
of an Option that is not intended to qualify as an Incentive Stock Option,
the term "Subsidiary" shall also include any other entity in which the
Company, or any Parent or Subsidiary of the Company has a significant
ownership interest.
3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,000,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
Plan may be administered by different bodies with respect to Directors,
Officers who are not Directors, and Employees who are neither Directors
nor Officers.
(ii) Administration With Respect to Directors and Officers Subject to
Section 16(b). With respect to Option grants made to Employees who are
also Officers or Directors subject to Section 16(b) of the Exchange
Act, the Plan shall be administered by (A) the Board, if the Board may
administer the Plan in compliance with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3, or (B) a
committee designated by the Board to administer the Plan, which
committee shall be constituted to comply with the rules governing a
plan intended to qualify as a discretionary plan under Rule 16b-3. Once
appointed, such committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of the
Committee and thereafter directly administer the Plan, all to the
extent permitted by the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3.
(iii) Administration With Respect to Other Persons. With respect to
Option grants made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered
by (A) the Board or (B) a committee designated by the Board, which
committee shall be constituted to satisfy Applicable Laws. Once
appointed, such Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove all
members of the Committee and thereafter directly administer the Plan,
all to the extent permitted by Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by
the Board to such Committee, the Administrator shall have the authority, in
its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(o) of the Plan;
(ii) to select the Consultants and Employees to whom Options may be
granted hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to determine the number of shares of Common Stock to be covered
by each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
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(vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or
the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;
(vii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was
granted;
(viii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;
(ix) to prescribe, amend, and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;
(x) to modify or amend each Option (subject to Section 14(c) of the
Plan), including the discretionary authority to extend the post-
termination exercisability period of Options longer than is otherwise
provided for in the Plan;
(xi) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted
by the Administrator;
(xii) to institute and Option Exchange Program; and
(xiii) to make all other determinations deemed necessary or advisable
for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's decisions,
determinations, and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. Eligibility. Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option
may be granted additional Options.
6. Limitations.
(a) Each Option shall be designated in the Notice of Grant as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair
Market Value:
(i) of Shares subject to an Optionee's Incentive Stock Options
granted by the Company or any Parent or Subsidiary, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory
Stock Options. For purposes of this Section 6(a), Incentive Stock Options
shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the time of
grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee's employment or consulting
relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any tie, with or without cause.
(c) The following limitations shall apply to grants of Options to
Employees:
(i) No employee shall be granted, in any fiscal year of the Company,
Options to purchase more than 250,000 Shares.
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(ii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described
in Section 12.
(iii) If an Option is canceled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction
described in Section 12), the canceled Option will be counted against
the limit set forth in Section 6(c)(i). For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated
as a cancellation of the Option and the grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall become
effective upon the earlier to occur of its adoption by the Board or its
approval by the shareholders of the Company as described in Section 18 of the
Plan. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.
8. Term of Option. The term of each Option shall be stated in the Notice of
Grant; provided, however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Notice of Grant. Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Notice of Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or
Parent or Subsidiary, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of grant.
(B) granted to any Employee other than an Employee described in
paragraph (A) immediately above, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date
of grant.
(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.
(b) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before
the Option may be exercised. In doing so, the Administrator may specify
that an Option may not be exercised until the completion of a service
period.
(c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the
time of grant. Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than
six months on the date of surrender, and (B) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;
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(v) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay
the exercise price;
(vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation program or
arrangement;
(vii) any combination of the foregoing methods of payment; or
(viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
thereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and
set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares
issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such stock certificate,
either in book entry form or in certificate form, promptly after the Option
is exercised. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.
(b) Termination of Employment or Consulting Relationship. Upon
termination of an Optionee's Continuous Status as an Employee or
Consultant, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option, but only within such period of
time as is specified in the Notice of Grant, and only to the extent that
the Optionee was entitled to exercise it as the date of termination (but in
no event later than the expiration of the term of such Option as set forth
in the Notice of Grant). In the absence of a specified time in the Notice
of Grant, the Option shall remain exercisable for 30 days following the
Optionee's termination of Continuous Status as an Employee or Consultant.
In the case of an Incentive Stock Option, such period of time shall not
exceed thirty (30) days from the date of termination. If, at the date of
termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an Optionee's Continuous
Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option at any
time within twelve (12) months from the date of such termination, but only
to the extent that the Optionee was entitled to exercise it at the date of
such termination (but in no event later than the expiration of the term of
such Option as set forth in the Notice of Grant). If, at the date of
termination, the Optionee does not exercise his or her entire Option, the
Shares covered by the
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unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her option within the
time specified herein, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan.
(d) Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the
date of death (but in no event later than the expiration of the term of
such Option as set forth in the Notice of Grant), but the Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to
exercise the Option at the date of death. If, at any time of death, the
Optionee was not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall immediately revert
to the Plan. If, after death, the Optionee's estate or a person who
acquired the right to exercise the Option by bequest or inheritance does
not exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(e) Rule 16b-3. Options granted to individuals subject to Section 16 of
the Exchange Act ("Insiders") must comply with the applicable provisions of
Rule 16b-3 and shall contain such additional conditions or restrictions as
may be required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(f) Suspension. Any Optionee who is also a participant in the Retirement
at Micron ("RAM") Section 401(k) Plan and who requests and receives a
hardship distribution from the RAM Plan, is prohibited from making, and
must suspend, his or her employee elective contributions and employee
contributions including, without limitation on the foregoing, the exercise
of any Option granted from the date of receipt by that employee of the RAM
hardship distribution.
11. Non-Transferability of Options. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. Adjustments Upon Changes in Capitalization, Dissolution, Merger, or Asset
Sale.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of issued shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, 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. Except as expressly
provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate
as of a date fixed by the Board and give each Optionee the right to
exercise his or her Option as to all or any part of the Optioned stock,
including Shares as to which the Option would not otherwise be exercisable.
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(c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option may be assumed or an equivalent option
or right may be substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. The Administrator may, in lieu of
such assumption or substitution, provide for the Optionee to have the right
to exercise the Option as to all or a portion of the Optioned Stock,
including Shares as to which it would not otherwise be exercisable. If the
Administrator makes an Option exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee that the Option shall be fully exercisable for a
period of thirty (30) days from the date of such notice, and the Option
will terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger
or sale of assets, the option or right confers the right to purchase, for
each Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders
of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the
successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
(d) Change in Control. In the event of a Change in Control the
unexercised portion of the Option shall become immediately exercisable, to
the extent such acceleration does not disqualify the Plan, or cause an
Incentive Stock Option to be treated as a Nonstatutory Stock Option without
the consent of the Optionee.
13. Date of Grant. The date of grant of an Option shall be, for all purposes,
the date on which the Administrator makes the determination granting such
Option, or such other later date as is determined by the Administrator. Notice
of the determination shall be provided to each Optionee within a reasonable
time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter,
suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain shareholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule, or regulation, including the
requirements of any exchange or quotation system on which the Common Stock
is listed or quoted). Such shareholder approval, if required, shall be
obtained in such a manner and to such a degree as is required by the
applicable law, rule, or regulation.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension, or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the
Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable
Laws, and the requirements of any
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stock exchange or quotation system upon which the Shares may then be listed
or quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Liability of Company.
(a) Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
(b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an
Option exceeds, as of the date of grant, the number of Shares which may be
issued under the Plan without additional shareholder approval, such Option
shall be void with respect to such excess Optioned Stock, unless
shareholder approval of an amendment sufficiently increasing the number of
shares subject to the Plan is timely obtained in accordance with Section
14(b) of the Plan.
17. Reservation of Shares. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
18. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under applicable federal and Delaware
law.
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APPENDIX B
MICRON TECHNOLOGY, INC.
EXECUTIVE BONUS PLAN
(AS ADOPTED AND EFFECTIVE NOVEMBER 28, 1994)
1. PURPOSE
The Micron Technology, Inc. Executive Bonus Plan (the "Plan") is designed to
attract, retain, and reward highly qualified executives who are important to
the Company's success and to provide incentives relating directly to the
financial performance and long-term growth of the Company.
2. DEFINITIONS
(a) Bonus--The cash incentive awarded to an Executive Officer or Key Employee
pursuant to terms and conditions of the Plan.
(b) Board--The Board of Directors of Micron Technology, Inc.
(c) Change in Control--The acquisition by any person or entity, directly,
indirectly, or beneficially, acting alone or in concert, of more than thirty-
five percent (35%) of the Common Stock of Micron Technology, Inc., at any time
outstanding.
(d) Code--The Internal Revenue Code of 1986, as amended.
(e) Committee--The Compensation Committee of the Board, or such other
committee of the Board that is designated by the Board to administer the Plan,
in compliance with requirements of Section 162(m) of the Code.
(f) Company--Micron Technology, Inc., and any other corporation in which
Micron Technology, Inc., controls, directly or indirectly, fifty percent (50%)
or more of the combined voting power of all classes of voting securities.
(g) Executive--An Executive Officer or Key Employee of the Company.
(h) Executive Officer--Any officer of the Company subject to the reporting
requirements of Section 16 of the Securities and Exchange Act of 1934
("Exchange Act").
(i) Key Employee--Any employee of the Company as may be designated by the
Committee.
(j) Plan--The Micron Technology, Inc., Executive Bonus Plan.
3. ELIGIBILITY
Only Executives are eligible for participation in the Plan.
4. ADMINISTRATION
The awards under the Plan shall be based on the profits of the Company as
determined by the Company's consolidated after-tax net profits. The Committee
shall administer the Plan and shall have full power and authority to construe,
interpret, and administer the Plan necessary to comply with the requirements of
Section 162(m) of the Code. The Committee's decisions shall be final,
conclusive, and binding upon all persons. The Committee shall certify in
writing prior to commencement of payment of the bonus that the performance goal
or goals under which the bonus is to be paid has or have been achieved. The
Committee in its sole
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discretion has the authority to reduce the amount of a bonus otherwise payable
to Executives upon attainment of the performance goal established for a fiscal
year. At the beginning of each fiscal year consistent with the requirements of
Section 162(m), the Committee shall: (i) determine the percentage or other
amount related to the Company's profits available for award under the Plan;
(ii) determine the Executive Officers and Key Employees eligible to participate
in the Plan for the fiscal year; and (iii) determine each Executive's bonus
based on the Company's profits for the fiscal year; and (iv) determine the
frequency at which each bonus will be paid when attained.
The maximum bonus amount that can be paid to any executive with respect to
any one fiscal year results cannot exceed the greater of $2,000,000 or two
percent (2%) of the Company's consolidated after-tax net profits.
In the event of a Change in Control, any bonuses earned but not yet paid
under the Plan shall be immediately payable. If the Executive ceases to be
employed by the Company or by any of its subsidiaries, any unpaid bonuses shall
be paid in accordance with the Executive's termination agreement, and as
otherwise determined by the Committee. Unpaid bonuses may also be canceled at
the discretion of the Committee.
The Committee may amend, modify, suspend, or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law. The Committee will seek shareholder approval of
any amendment determined to require shareholder approval or advisable under the
regulations of the Internal Revenue Service or other applicable law or
regulation.
5. NONASSIGNABILITY
No Bonus or any other benefit under the Plan shall be assignable or
transferable by the participant during the participant's lifetime.
6. NO RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Plan shall confer upon any employee any right to continue in
the employ of the Company or shall interfere with or restrict in any way the
right of the Company to discharge an employee at any time for any reason
whatsoever, with or without good cause.
7. EFFECTIVE DATE
The Plan shall become effective on November 28, 1994. The Committee may
terminate or suspend at any time.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[LOGO OF MICRON TECHNOLOGY, INC. APPEARS HERE]
1994 ANNUAL MEETING OF SHAREHOLDERS
January 30, 1995
The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledges receipt of the Notice of 1994 Annual Meeting
of Shareholders and Proxy Statement, each dated December 19, 1994, and hereby
appoints Steven R. Appleton and Wilbur G. Stover, Jr., and each of them, proxies
and attorneys-in-fact, with full power to each of substitution, on behalf and
in the name of the undersigned, to represent the undersigned at the 1994 Annual
Meeting of Shareholders of Micron Technology, Inc., to be held January 30, 1995,
at 9:00 a.m. Mountain Standard Time, at the principal office of the Company,
2805 East Columbia Road, Boise, Idaho 83706-9698, and at any adjournment or
adjournments thereof, and to vote (including cumulatively, if required) all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below:
1. ELECTION OF DIRECTORS: [ ] FOR nominees listed [ ] WITHHOLD authority to
below (except as vote for all nominees
indicated) listed below
If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.
Steven R. Appleton; Jerry M. Hess; Robert A Lothrop; Tyler A. Lowrey;
Thomas T. Nicholson; Allen T. Noble; Don J. Simplot; John R. Simplot;
Gordon C. Smith; Wilbur G. Stover, Jr.
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S
COMMON STOCK FROM 150,000,000 SHARES TO 300,000,000 SHARES:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(to be signed on reverse side)
(continued from other side)
3. PROPOSAL TO APPROVE THE COMPANY'S 1994 STOCK OPTION PLAN AND TO RESERVE
1,000,000 SHARES OF THE COMPANY'S COMMON STOCK FOR ISSUANCE THEREUNDER:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE BONUS PLAN:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 1995:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder(s). If no direction is
made, this proxy will be voted FOR Items 1, 2, 3, 4, and 5. If any other
matters properly come before the meeting, or if cumulative voting is required,
the persons named in this proxy will vote, in their discretion, provided, that
they will not vote in the election of directors for persons for whom authority
to vote has been withheld.
Date:_________________________, 1995
____________________________________
Signature
____________________________________
Signature
(This proxy should be voted, signed, and dated by the shareholder(s) exactly as
his or her name appears heron, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign)
