SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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.
/ / 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE>
"PRELIMINARY COPY"
MICRON TECHNOLOGY, INC.
-----------------------
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>
"PRELIMINARY COPY"
MICRON TECHNOLOGY, INC.
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.
<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 __, 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%
Joseph L. Parkinson.............. 85 *
Don J. Simplot................... 74,750 (3)(10) *
Gordon C. Smith.................. 375 (3) *
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%
* Less than 1%
</TABLE>
<PAGE>
(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.
<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
--------------- --- -------------------- --------
<S> <C> <C> <C>
Steven R. Appleton..... 34 Chairman of the Board, President, 1994
and Chief Executive Officer of the
Company
Jerry M. Hess.......... 56 Chairman and Chief Executive Officer 1994
of J.M. Hess Construction Co., Inc.
Robert A. Lothrop...... 68 Retired, former Senior Vice President 1994
of 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 1980
of 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
<PAGE>
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.
Messrs. 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 did not
report timely on Form 4 one transaction which occurred during fiscal year 1994.
Certain Relationships and Related Transactions
On December 3, 1993, Micron Computer, Inc., a subsidiary of the Company,
purchased a total of 30.21 acres of real property located adjacent to its
existing plant site in Nampa, Idaho, from Jerry M. Hess, a director of the
Company, 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.
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
<PAGE>
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 __.)
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.
<PAGE>
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>
Long-term
Annual Compensation Compensation
---------------------------------------- ------------ All Other
Fiscal Other Annual Options/SARs Compensation
Name and Principal 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.
(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.
<PAGE>
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 at
Total Exercise Value of Assumed Annual Rates of Stock
Options or Base Common 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 had been 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.
<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-
Number of Exercised The-Money
Shares Options/SARs Options/SARs
Acquired on Value at Fiscal at Fiscal
Name Exercise(1) Realized Year-End Year-end
---- ----------- -------- ----------------- ---------------
Exercisable(E) Exercisable(E)
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 and Change of Control Arrangements
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. Each
agreement also provides that these benefits be paid upon the death of the
officer or employee. 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
<PAGE>
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.
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.
<PAGE>
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 ___ 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 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. 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 selected 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. Following is a summary of the executive officer
compensation programs:
Cash Compensation
Base Salary. The executive officers' base salaries are established
primarily upon a subjective analysis of (i) anticipated contribution to
Company operations, (ii) responsibility, (iii) technical expertise, and (iv)
length of service as an officer.
Company Performance Bonuses. Cash bonuses to executive officers are
awarded based on the financial performance of the Company. These bonuses are
typically based on targets established at the beginning of each fiscal year
formulated primarily as a percentage of the net after-tax 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 ___.
Profit Sharing. The Company distributes ten percent (10%) of the
Company's quarterly net after-tax profits to all eligible employees of the
Company. The plan provides equal distribution 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 net after-tax 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.
<PAGE>
Distributions to Micron Semiconductor, Inc., employees were determined based
on net after-tax 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.
Long-Term Incentives
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 the above positions. Mr. Parkinson's
compensation for fiscal year 1994 was comprised almost entirely 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 a subjective analysis 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 subjective
analysis of the Company's ability to compete long-term with the pay
practices of competing 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
<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.
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>
<PAGE>
Compensation Committee Interlocks and Insider Participation
Joseph L. Parkinson and Reid N. Langrill, who resigned as directors and
officers of the Company on September 26, 1994, served as committee members
during fiscal year 1994. During the fiscal year, there were no other members
of the Compensation Committee who were officers or employees of the Company or
any of its subsidiaries, or that had any relationship otherwise requiring
disclosure.
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 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 shares of the Company's
Common Stock present and entitled to vote on this subject matter at the
meeting. An abstention is not an affirmative vote and, therefore, will have
the same effect as a vote against the proposal. Management recommends voting
"FOR" approval of the amendment.
<PAGE>
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) 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 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 422A of the Code, or nonstatutory stock
options ("NSOs"). Options granted to consultants shall be nonstatutory stock
options.
<PAGE>
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 the 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
and distribution. Options granted under the 1994 Plan may be exercised during
an Optionee's lifetime only by the Optionee or, in certain limited situations,
by the Optionee's personal representative.
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 a 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.
ISOs and NSOs are treated differently for federal tax purposes. ISOs are
intended to comply with the requirements of Section 422A 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
<PAGE>
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 both ordinary income and
capital gain 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>
1994 Stock Option Plan
----------------------
Number of
Shares
Subject to Aggregate
Name (1) Dollar 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 1,906,000 400,000 14,544,000
as a group (13)
Non-Executive Director 0 0 0
Group
Non-Executive Officer 0 0 0
Employee Group
</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.
<PAGE>
Required Vote
The affirmative vote of the holders of a majority of the shares of Common
Stock entitled to vote at the Annual Meeting is required to adopt the proposed
1994 Stock Option Plan. 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 Messrs.
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 establishes
for the fiscal year a profitability target based on the Company's consolidated
after-tax net profits, determines the executives eligible to participate,
designates each executive's target bonus for the fiscal year, and determines
the frequency in which the executive bonuses 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 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 target has been met. In the event of a
change of control any bonuses earned but not yet paid under the Plan shall be
immediately payable. (See "Change of Control Agreement" set forth on page ___.)
<PAGE>
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 voting at the Annual Meeting is
required to approve the Executive Bonus Plan. Management recommends voting
"FOR" approval of the proposal.
<PAGE>
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
<PAGE>
This Proxy is solicited on behalf of the Board of Directors
MICRON TECHNOLOGY, INC.
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 below / / WITHHOLD authority to vote for all
(except as indicated) nominees 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)
<PAGE>
(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.
Dated______________________________, 199_______
_______________________________________________
Signature
_______________________________________________
Signature
(This proxy should be voted, signed, and dated by the shareholder(s) exactly
as his or her name appears hereon, 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.)
<PAGE>
"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 of 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.
<PAGE>
(j) "Continuous Status as and 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.
(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.
<PAGE>
(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.
(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
<PAGE>
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,
full 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.
<PAGE>
(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;
(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;
<PAGE>
(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.
(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
<PAGE>
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.
<PAGE>
(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;
(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
<PAGE>
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 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
<PAGE>
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.
<PAGE>
(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 of Control. In the event of a Change of 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.
<PAGE>
(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 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 of 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 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 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) establish for the fiscal year a
profitability target based on the Company's consolidated after-tax net
profits; (ii) determine the Executive Officers and Key Employees eligible to
participate in the Plan for the fiscal year; and (iii) designate each
<PAGE>
Executive's target bonus for the fiscal year; and (iv) determine the
frequency in 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 of 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.
