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
2401.14a-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 1995 Annual Meeting of Shareholders
Monday, January 29, 1996
TO THE SHAREHOLDERS:
Notice Is Hereby Given that the 1995 Annual Meeting of
Shareholders of Micron Technology, Inc., a Delaware corporation
(the "Company"), will be held on January 29, 1996, at 9:00 a.m.,
Mountain Standard Time, at the Boise Centre on the Grove, 850 W.
Front Street, Boise, ID 83702, for the following purposes:
1. To elect directors to serve for the ensuing year and
until their successors are elected and qualified.
2. To approve an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of
Common Stock from 300,000,000 to 1,000,000,000 shares.
3. To approve an amendment to the Company's 1994 Stock
Option Plan increasing the number of shares of Common Stock
reserved for future grant from 2,000,000 to 7,000,000 shares.
4. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants of the Company for the fiscal year
ending August 29, 1996.
5. 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 November
30, 1995, are entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in
person. Directions to the meeting's location accompany the Proxy
Statement. 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
Boise, Idaho WILBUR G. STOVER, JR.
December 14, 1995 Vice President Finance, Chief
Financial Officer and
Corporate Secretary
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>
Micron Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83706-9632
---------------
PROXY STATEMENT
1995 ANNUAL MEETING OF STOCKHOLDERS
Monday, January 29, 1996
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 1995 Annual Meeting of Shareholders to be held on January 29,
1996, 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
1995 Annual Meeting of Shareholders. The Annual Meeting will be
held at the Boise Centre on the Grove, 850 W. Front Street,
Boise, Idaho 83702. Directions to the Annual Meeting accompany
this Proxy Statement. The Company's telephone number is (208)
368-4000.
This Proxy Statement and enclosed Proxy are first being mailed
on or about December 14, 1995, to all shareholders entitled to
vote at the meeting.
Record Date
Shareholders of record at the close of business on November 30,
1995 (the "Record Date"), are entitled to notice of and to vote
at the meeting.
Deadline for Receipt of Shareholder Proposals for 1996 Annual
Meeting
Proposals of shareholders of the Company which are intended to
be presented at the Company's 1996 Annual Meeting of
Shareholders, must be received by the Company no later than July
1, 1996, and otherwise be 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 Proxy
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 solicitation 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, facsimile or telegram. The Company
intends to use the services of Beacon Hill Partners, Inc., a
proxy solicitation firm, in connection with the solicitation of
proxies. Although the exact cost of those services is not known
at this time, it is anticipated that the cost will be
approximately $5,000.
1
<PAGE>
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, [206,861,383] shares of the
Company's Common Stock were issued and outstanding.
Voting Rights
Under the Delaware General Corporation Law and the Company's
Certificate of Incorporation and Bylaws, 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. The ten nominees
for director receiving the highest number of votes cast will be
elected, whether or not any one of them receives the vote of a
majority of the shares represented and entitled to vote at the
meeting. Abstentions and broker nonvotes as to the election of
the directors will not count as votes cast "FOR" or "AGAINST" any
nominee.
With respect to the proposed amendment to the Company's
Certificate of Incorporation, such business item will require the
affirmative vote of a majority of the outstanding shares of
Common Stock entitled to vote on such matter. Thus, abstentions
and broker nonvotes will have the effect of a vote "AGAINST" such
business item.
All other business items will require the affirmative vote of a
majority of the shares of Common Stock represented at the meeting
and entitled to vote on such matters. Abstentions as to such
business items will have the effect of a vote "AGAINST" such
proposals. Broker nonvotes with respect to such business items
will not be counted for purposes of determining the number of
shares represented and entitled to vote at the meeting and will
not represent a vote either "FOR" or "AGAINST" such items of
business. Thus, broker nonvotes as to these proposals will not
have any effect on their passage or failure to pass.
Voting of Proxies
The shares of Common Stock represented by all properly executed
proxies received in time for the meeting will be voted in
accordance with the directions given by the shareholders. If no
instructions are given, the shares will be voted (i) FOR each of
the nominees named herein as directors, or their respective
substitutes as may be appointed by the Board of Directors; (ii)
FOR the amendment to the Company's Certificate of Incorporation;
(iii) FOR the amendment to the Company's 1994 Stock Option Plan;
and (iv) FOR ratification of the appointment of Coopers & Lybrand
L.L.P. as independent accountants of the Company for fiscal 1996.
2
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth security ownership information
as of October 31, 1995, 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
herein, 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.......................... 15,576,715 (1) 7.53%
82 Devonshire Street
Boston, Massachusetts 02109
J.R. Simplot Company.............. 23,699,000 (2) 11.46%
999 Main Street, Suite 1300
Boise, Idaho 83707
John R. Simplot................... 17,955,200 (3)(4) 8.68%
999 Main Street, Suite 1300
Boise, Idaho 83707
Simplot Canada Limited............ 2,600,000 (5) 1.26%
Steven R. Appleton................ 145,466 (6)(7) *
Donald D. Baldwin................. 42,800 (6)(7) *
Edward J. Heitzeberg.............. 233,700 (6)(7) *
Jerry M. Hess..................... 22,000 (8) *
Robert A. Lothrop................. 40,049 (9) *
Tyler A. Lowrey................... 80,998 (6)(7)(10) *
Thomas T. Nicholson............... 1,601,670 (11) *
Allen T. Noble.................... 2,001,200 *
Joseph L. Parkinson............... 0 (12) n/a
Don J. Simplot.................... 148,020 (3)(13) *
Gordon C. Smith................... 750 (14) *
Kenneth G. Smith.................. 59,000 (6)(7) *
Wilbur G. Stover, Jr.............. 39,398 (6)(7) *
All directors and executive
officers as a group
(20 persons)
(3),(4),(6),(7),(8),(9),(10),(11),
(12),(13),(14),(15)............... 48,931,571 23.65%
</TABLE>
_______________
*Less than 1%
(1) Includes shares beneficially owned by subsidiaries of FMR
Corp., as follows: Fidelity Management & Research Company,
15,115,095 shares; Fidelity Management Trust Company, 404,020
shares; and Fidelity International Limited, 57,600 shares. Of
these shares, FMR Corp. has sole voting power with respect to
268,820 shares and sole dispositive power with respect to
15,519,115 shares. Fidelity International Limited has sole
voting and dispositive 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, are shareholders of the J.R. Simplot Company. Mr.
Don J. Simplot serves as a director, member of the 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
23,699,000 shares held by the J.R. Simplot Company and
2,600,000 shares held by Simplot Canada Limited, a wholly
owned subsidiary of the J.R. Simplot Company.
(4) Includes 17,917,600 shares held in the J.R. Simplot Self
Declaration of Revocable Trust dated December 21, 1989,
15,200 shares held by Mrs. Simplot and 22,400 shares held in
joint tenancy with Mrs. Simplot.
(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, 1,206; Mr. Baldwin, 1,206; Mr. Heitzeberg, 1,206;
Mr. Lowrey, 1,285; Mr. Smith, 463; Mr. Stover, 1,206; and all
directors and executive officers as a group (20 persons),
12,892. The total number of shares held by all directors
3
<PAGE>
and executive officers as a group represents 1.76%
of the total outstanding shares of Micron Communications,
Inc., common stock.
(7) Includes options exercisable within 60 days of October 31,
1995, under the Company's 1985 Incentive Stock Option Plan
and the Company's 1994 Stock Option Plan in the following
amounts: Mr. Appleton, 87,706; Mr. Baldwin, 15,800; Mr.
Heitzeberg, 78,000; Mr. Lowrey, 58,998; Mr. Smith, 45,000;
Mr. Stover, 27,398; and all directors and executive officers
as a group (20 persons), 849,682.
(8) Includes 20,000 shares held directly in the name of Jerry M.
Hess and 2,000 shares held in the name of J.M. Hess
Construction Co.
(9) Includes 40 shares held directly in the name of Robert
Lothrop, 424 shares held in the name of Mrs. Lothrop, and
39,585 shares held in joint tenancy with Mrs. Lothrop.
(10) Does not include 1,966 shares of common stock of Micron
Quantum Devices, Inc. ("MQD"), a subsidiary of the Company,
held by Mr. Lowrey, which represents less than one percent
(1%) of the total outstanding shares of MQD common stock. No
other directors or executive officers of the Company hold
shares of MQD common stock.
(11) Includes 1,550,000 shares held in the name of Thomas T.
Nicholson directly, 16,670 shares held in the name of Mrs.
Nicholson, 10,000 shares held in the name of Mountain View
Equipment, 8,000 shares held in the name of Miller-Nicholson,
Inc., 7,000 shares held in the name of MNI, and 10,000 shares
held in the name of MNII.
(12) Reflects ownership as of May 1, 1995. Changes in beneficial
ownership of Company securities, if any, subsequent to such
date have not been reported by Mr. Parkinson to the Company.
(13) Includes 143,020 shares held in the name of Mr. Don J.
Simplot directly and 5,000 shares held by Mr. Don J. Simplot
as custodian for his minor child.
(14) All shares are held in joint tenancy with Mrs. Gordon C.
Smith.
(15) Includes beneficial ownership, if any, for Mr. Joseph L.
Parkinson and Mr. Kenneth G. Smith. Also, includes
23,699,000 shares held by the J.R. Simplot Company and
2,600,000 shares held by Simplot Canada Limited (see footnote
(3) above).
BUSINESS TO BE TRANSACTED
1. 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. The names of
the ten (10) nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
Served
as a
Director
Name of Nominee Age Principal Occupation Since
- --------------- --- -------------------- -----
<S> <C> <C> <C>
Steven R. Appleton...... 35 Chairman of the Board of Directors, 1994 (1)
Chief Executive Officer and
President of the Company
Jerry M. Hess........... 57 Chairman and Chief Executive 1994
Officer of J.M. Hess Construction
Company, Inc. (General Construction)
Robert A. Lothrop....... 69 Former Senior Vice President of 1994 (2)
J.R. Simplot Company (Food
Processing, Fertilizer and
Agricultural Chemicals
Manufacturing)
Tyler A. Lowrey......... 42 Vice Chairman of the Board of 1994 (3)
Directors and Chief Technical
Officer of the Company
4
<PAGE>
Thomas T. Nicholson..... 59 Vice President of Honda of Seattle 1980
(Automobile Distributorship);
President of Mountain View Equipment
(Farm Equipment Dealership); and
Partner of CC&T Land & Livestock
(Cattle Business)
Allen T. Noble.......... 66 President of Farm Development 1980
Corporation (Land Development
and Agribusiness Interests);
Director, West One Bancorp
(Financial Institution)
Don J. Simplot.......... 60 Member of Office of the Chairman 1982
and Corporate Vice President of the
J.R. Simplot Company (Food
Processing, Fertilizer and
Agricultural Chemicals
Manufacturing); Director, AirSensors,
Inc. (Alternative Fuels Conversion
Equipment)
John R. Simplot......... 86 Former Chairman of the Board of the 1980
J.R. Simplot Company (Food
Processing, Fertilizer and
Agricultural Chemicals
Manufacturing)
Gordon C. Smith......... 66 Former President and Chief 1990
Executive Officer of the J.R.
Simplot Company (Food Processing,
Fertilizer and Agricultural
Chemicals Manufacturing)
Wilbur G. Stover, Jr... 42 Vice President, Finance, Chief 1994
Financial Officer and Corporate
Secretary of the Company
</TABLE>
(1) Mr. Appleton also served as a member of the Board of
Directors of the Company between April 1991 and July 1992.
(2) Mr. Lothrop also served as a member of the Board of
Directors of the Company between August 1986 and July 1992.
(3) Mr. Lowrey also served as a member of the Board of Directors
of the Company between August 1990 and July 1992.
Each of the nominees has been engaged in his principal
occupation set forth above during the past five years, except as
follows:
(i) During the past five years, Steven R. Appleton served in
various capacities with the Company, its subsidiaries and
affiliates, including President and Chief Operating Officer and
Vice President, Manufacturing of the Company; Chairman of the
Board of Directors of Micron Semiconductor, Inc. (a wholly owned
subsidiary of the Company); and President and Chief Executive
Officer of Micron Semiconductor, Inc.
(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) During the past five years, Tyler A. Lowrey served in
various capacities with the Company, its subsidiaries and
affiliates, including Vice President, Research and Development of
the Company; Vice President, Process Research and Development and
Assistant Technical Officer of the Company; director of the
Company; and Vice President, Chief Technical Officer and director
of Micron Semiconductor, Inc.
(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. Don 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 prior to his retirement in
April 1994. Mr. John R. Simplot currently serves as Chairman
Emeritus of the J.R. Simplot Company.
5
<PAGE>
(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 March 1994, Mr. Smith served as the
President and Chief Executive Officer of the J.R. Simplot
Company. Mr. Smith also currently serves as a director 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.
(vii) During the past five years, Wilbur G. Stover, Jr. served
in various capacities with the Company, its subsidiaries and
affiliates, including, Controller and Treasurer of the Company
and Vice President, Finance, and Chief Financial Officer of
Micron Semiconductor, Inc.
Mr. Allen T. Noble has served as a director of West One Bancorp,
or its predecessor, since 1975 (except for the period between
March 1983 through September 1984). West One Bancorp is the
parent company of West One Bank, Idaho, the Company's stock
transfer agent and registrar. West One Bancorp is a publicly
traded company.
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.
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 August 31,
1995, except for Mr. John R. Simplot. Mr. John R. Simplot, who
is a director of the Company, failed to report on SEC Form 4
(Statement of Changes in Beneficial Ownership) a purchase by his
spouse of 250 shares of Common Stock of the Company in March
1995.
Certain Relationships and Related Transactions
In March of 1995, Lake Hazel Shopping Center, an Idaho general
partnership, of which Mr. Nicholson is a partner, sold
approximately 80 acres of real property located in Ada County,
Idaho, to the Company for $708,445. The acquisition of the real
estate was in the Company's ordinary course of obtaining property
for expansion of its operations at its Boise, Idaho site.
Board Meetings and Committees
The Board of Directors of the Company held a total of sixteen
(16) meetings during the fiscal year ended August 31, 1995. The
Board of Directors has formed a standing Audit Committee and a
standing Compensation Committee.
The Audit Committee, which consists of Mr. Nicholson, Mr. Noble,
and Mr. Smith, held two (2) meetings during fiscal 1995. The
Audit Committee is primarily responsible for reviewing the
services performed by the Company's independent accountants and
evaluating the Company's accounting principles and system of
internal accounting controls.
The Compensation Committee, which consists of Mr. Lothrop, Mr.
Nicholson, Mr. Noble, and Mr. John R. Simplot, held three (3)
meetings during fiscal 1995. The Compensation Committee is
primarily responsible for reviewing and approving the
compensation for the Company's officers. (See "Compensation
Committee Interlocks and Insider Participation" set forth
herein.)
During fiscal 1995, all incumbent 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.
6
<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 1995 for all services rendered to
the Company and its subsidiaries for each of the last three
completed fiscal years. The table also shows all such
compensation paid to Mr. Parkinson, Chief Executive Officer
through September 26, 1994 and Mr. Smith, an executive officer
through May 10, 1995, who would have been one of the four most
highly compensated executive officers of the Company other than
the CEO, except for the fact that he was not serving as an
executive officer at the end of fiscal 1995:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term
Annual Compensation Compensation
---------------------------------------- ------------
All Other
Fiscal Other Annual Options Compensation
Name and Principal Position (1) Year Salary (2) Bonus (3)(4) Compensation (5) Granted (#)(6)(7) (8)
- ------------------------------- ------ ---------- ------------ ---------------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven R. Appleton 1995 $450,000 $1,239,540 $0 120,000 $57,017
Chairman, CEO and President 1994 436,624 640,246 0 100,000 42,397
1993 232,692 150,227 0 125,008(9) 22,663
Tyler A. Lowrey 1995 450,000 1,245,274 0 120,000 15,262
Vice Chairman, 1994 436,624 613,818 0 100,000 4,717
Chief Technical Officer 1993 232,692 303,907 0 125,008(9) 4,154
Edward J. Heitzeberg 1995 200,000 613,047 0 80,000 25,000
Vice President, Quality 1994 196,836 227,507 0 75,000 20,642
1993 176,635 182,284 0 60,010(9) 4,459
Wilbur G. Stover, Jr. 1995 233,385 576,845 0 72,000 12,249
Vice President, Finance, 1994 156,692 189,385 0 49,998 4,176
CFO and Secretary 1993 120,008 48,290 0 60,010(9) 1,877
Donald D. Baldwin 1995 205,000 516,027 0 64,000 20,447
Vice President, Sales 1994 200,949 201,758 0 75,000 16,112
1993 159,808 53,815 0 60,010(9) 13,933
__________
Joseph L. Parkinson 1995 370,769 201,976 0 0 157,398
Former Chairman and CEO 1994 679,722 656,318 0 0 51,433
1993 331,731 491,787 0 0 12,584
Kenneth G. Smith 1995 204,500 592,672 0 80,000 30,204
Former Vice President, 1994 200,943 202,158 0 75,000 17,180
Operations 1993 159,808 51,949 0 60,010(9) 12,308
</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 1995.
Mr. Parkinson, and certain other officers of the Company
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. Mr. Smith, former Vice
President, Operations, resigned as an officer of the Company on
May 10, 1995.
(2) Includes compensation deferred by the employee under the
Company's Section 401(k) retirement plan.
7
<PAGE>
(3) Includes executive bonuses earned and paid during the
fiscal year for financial performance goals relating to
previous fiscal years. See the subheading "Payment/Exercise
Restrictions" under "REPORT OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS REGARDING EXECUTIVE COMPENSATION" set
forth herein.
(4) Includes profit sharing and bonus compensation paid for
achievement of performance milestones, the filing and issuance
of patents, and the publication of technical articles.
(5) Excludes the payment of certain perquisites and other
benefits which in the aggregate did not exceed the lesser of
$50,000 or 10% of the named executive's salary and bonus for
such year.
(6) Includes options to purchase shares of the Company's
Common Stock under the Company's 1985 Incentive Stock Option
Plan and the 1994 Stock Option Plan (the "Stock Plans").
(7) Options granted under the Stock Plans reflect a 2-for-1
stock split effected in the form of a stock dividend as of May
4, 1995, and a 5-for-2 stock split effected in the form of a
stock dividend, as of April 1, 1994.
(8) Consists of (i) Company contributions made on the named
executive's behalf to the Section 401(k) retirement plan; (ii)
cash paid to the named executive under the Company's time-off
plan; and (iii) cash paid upon termination of 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 terminated and amounts
equal to the appreciation of rights under the SAR Plan were
paid to all eligible employees. See footnote (9) to this
table and accompanying financial disclosure.
(9) Includes ten (10) stock appreciation rights ("SARs") awarded
to Micron Semiconductor, Inc. employees under the SAR Plan. See
footnote (8) to this table for further details.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options granted
under the Company's 1994 Stock Option Plan in fiscal 1995 to the
Named Executive Officers:
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Percent of
Total Exercise
Options or Base Potential Realizable Value at
Options Granted to Price Assumed Annual Rates of Stock
Granted Employees in Per Expiration Price Appreciation for Option Term
Name (#) (1)(2) Fiscal Year Share(2) Date 5% 10%
---- ---------- ------------ --------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven R. Appleton..... 120,000 2.40% $18.18 10-27-00 $741,960 $ 1,683,240
Tyler A. Lowrey........ 120,000 2.40% $18.18 10-27-00 741,960 1,683,240
Edward J. Heitzeberg... 80,000 1.60% $18.18 10-27-00 494,640 1,122,160
Wilbur G. Stover, Jr... 72,000 1.44% $18.18 10-27-00 445,176 1,009,944
Donald D. Baldwin...... 64,000 1.28% $18.18 10-27-00 395,712 897,728
__________
Joseph L. Parkinson.... 0 0% n/a n/a n/a n/a
Kenneth G. Smith....... 80,000 1.60% $18.18 10-27-00 494,640 1,122,160
</TABLE>
_______________________
(1) Options granted under the Company's 1994 Stock Option
Plan typically have a six (6) year term and vest over a five
(5) year period in increments of twenty percent per year.
Options under such 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 granted and set
forth in the above table were granted with an exercise price
equal to 100% of the fair market value of the Common Stock on
the date of grant.
(2) Options granted and set forth in the above table, as well as
the exercise price thereof, reflect a 2-for-1 stock split
effected in the form of a stock dividend as of May 4, 1995.
8
<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 1995 by the Named Executive Officers and the
value of such officers' unexercised options at August 31, 1995:
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at Fiscal at Fiscal
Shares Year-End Year-End
Acquired on Value Exercisable(E) Exercisable(E)
Name Exercise # (1) Realized Unexercisable(U) Unexercisable(U)
- ---- -------------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Steven R. Appleton... 104,294 $3,437,518 15,706 (E) $1,173,697 (E)
405,002 (U) 27,499,346 (U)
Tyler A. Lowrey...... 59,996 1,179,137 0 (E) 0 (E)
305,002 (U) 20,041,348 (U)
Edward J. Heitzeberg.. 0 0 37,000 (E) 2,605,277 (E)
196,000 (U) 12,764,469 (U)
Wilbur G. Stover, Jr.. 29,998 1,043,389 0 (E) 0 (E)
151,000 (U) 9,700,888 (U)
Donald D. Baldwin..... 57,000 2,363,097 2,000 (E) 149,210 (E)
__________ 183,000 (U) 12,077,328 (U)
Joseph L. Parkinson... 15,000 225,799 0 (E) 0 (E)
0 (U) 0 (U)
Kenneth G. Smith...... 51,000 1,462,775 10,000 (E) 740,350 (E)
200,000 (U) 13,083,816 (U)
</TABLE>
________________________
(1) Shares acquired on exercise of an option reflect a 2-for-1
stock split effected in the form of a stock dividend as of
May 4, 1995.
Compensation of Directors
Directors' Fees
Directors who are employees of the Company receive no additional
or special remuneration for their service as directors. Directors
who are not employees of the Company are entitled to receive,
effective December 19, 1994, a director fee of $4,000 for each
Board of Directors meeting attended. Prior to such date,
Directors received a 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. Directors do not receive any
additional or special remuneration for their service on any of
the committees established by the Board of Directors.
Mr. Lothrop and Mr. Smith have entered into individual agreements
with the Company pursuant to which the receipt of their meeting
fees is deferred until the first business day of the calendar
year in which they no longer serve as a director of the Company.
Deferred amounts, in the case of termination of service as a
director, are paid in five annual installments. In the event of
death, the balance then owed is paid in a single sum as soon as
9
<PAGE>
practicable following the death of the director or
former director. All amounts deferred are recorded as a
liability on the records of the Company. Such amounts accrue
interest monthly at a rate per annum equal to the Company's
average investment portfolio yield for such month.
Termination of Employment Agreements and Change in Control
Arrangement
Termination Agreements
The Company has entered into separate agreements with each
executive officer 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 officer or employee give six (6) months advance written notice
of termination regardless of the reason or justification for
termination. The officer or employee may discontinue active
duties at any time following notice; however, employment for
purposes of salary, bonuses, benefits, stock vestings, and for
determining conflicts of interest continues for at least six (6)
months from the date of notice. The Board also approved the
payment of performance bonuses that otherwise would have been
paid within six (6) months after the date of an officer's death.
During fiscal 1995, payments were made pursuant to these
agreements to Mr. Parkinson and Mr. Smith.
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 unpaid
bonuses 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
then outstanding.
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
set forth herein 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. The Committee's primary responsibilities
include the review of compensation, consisting of salary,
bonuses, benefits, stock option grants and other compensation, of
the Company's executive officers. Compensation for the Company's
officers for fiscal 1995, including base salary, performance
bonuses, stock option grants, and other compensation, were
determined by the Compensation Committee and 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, Mr. Lothrop and Mr. Nicholson were
appointed to replace Mr. Parkinson and Mr. Reid N. Langrill as
members of the Compensation Committee.
10
<PAGE>
Executive Officer Compensation
The executive officer compensation programs utilized by the
Company are described below for the purpose of providing a
general understanding of the various components of executive
officer compensation. These executive officer compensation
programs are designed to attract, retain and reward highly
qualified executive officers who are important to the Company's
success and to provide incentives relating directly to the
financial performance and long-term growth of the Company and its
subsidiaries. The various components of the executive officer
compensation programs used by the Company are, in most cases, the
same as those made available generally to employees of the
Company and its subsidiaries. The following is a summary of the
executive officer compensation programs:
Cash Compensation
Base Salary. Base salaries are established primarily upon an
evaluation of the officer's positions and contributions to the
Company including (i) individual performance, (ii) level of
responsibility, (iii) technical expertise, (iv) length of
service, (v) Company performance, and (vi) industry compensation
levels.
Company Performance Bonuses. Cash bonuses to executive officers
are intended to reward officers for the Company's financial
performance during the fiscal year. Accordingly, bonuses are
determined based on performance criteria established at the
beginning of each fiscal year formulated primarily as a
percentage of the after-tax net profit of the Company at the end
of the fiscal year. Performance bonus percentages are
established according to a subjective analysis of each officer
according to the same criteria utilized to determine base salary.
Profit Sharing. The Company distributes ten percent (10%) of the
Company's quarterly after-tax net profits to all eligible
employees of the Company. The plan provides for equal allocation
among all eligible employees of the first $500,000 of amounts
eligible for distribution. Amounts exceeding $500,000 are
distributed pro rata to eligible employees on the basis of base
salary of eligible employees.
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 the Company's
success, and the attainment of technological advances.
Equity Compensation
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 Common
Stock, the Company issues incentive stock options and
nonstatutory stock options to such persons under the Company's
1985 Stock Incentive Plan and the Company's 1994 Stock Option
Plan (the "Stock Plans"). The determination of who receives
stock options under the Stock Plans and the number of stock
options granted to each such recipient is based upon the same
criteria utilized to determine base salary.
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, a time-off plan. Under the
time-off plan, all employees of the Company, including executive
officers, are allowed to accumulate a predetermined
nondiscriminatory number of hours for vacation, holiday, sick
time, emergencies and personal needs. Hours accumulated in
excess of 400 that are not used are paid out in cash. Executive
officer participation in various clubs, organizations, and
associations may also be funded by the Company.
Payment/Exercise Restrictions
In an effort to encourage employees and executive officers to
remain employed by the Company and to promote Company
performance, many compensation programs for employees and
executive officers contain provisions
11
<PAGE>
which subject the benefits of such programs to certain conditions.
In this regard, Company performance bonuses awarded to each executive
officer are earned and paid in equal annual installments over a five
(5) year period, subject to the following conditions: (i) the Company is
profitable in the year of payment; (ii) the individual remains
employed by the Company or a subsidiary of the Company; and (iii)
the Board of Directors approves the payment of the annual
installment. 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 1995, Mr. 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 was 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 as Chairman of the Board
of Directors and Chief Executive Officer. Mr. Parkinson's
compensation for fiscal 1995 consisted of amounts received under
the executive officer compensation programs described above. The
amounts paid to Mr. Parkinson during the fiscal year were based
upon the amounts owed him pursuant to the contractual terms of
his termination agreement. See the description of Termination
Agreements set forth in the Proxy Statement in which this Report
is included.
Effective September 26, 1994, Mr. Steven R. Appleton was elected
Chairman of the Board of Directors, President and Chief Executive
Officer. His base salary then in effect continued after his
assumption of his new positions. His cash bonuses for the year
were attributable primarily to the receipt of annual installments
of Company Performance Bonuses for fiscal years 1993, 1994 and
1995. See the description of Company Performance Bonuses in this
Report. See also the description under the subheading
"Payment/Exercises Restrictions" in this Report.
Effective October 27, 1994, the Board of Directors approved a
grant to Mr. Appleton of 120,000 stock options (adjusted to
reflect the 2-for-1 stock split effected in the form of a stock
dividend as of May 4, 1995). Grants to other executive officers
of the Company were made at the same time. The Compensation
Committee had no predetermined number of options that it believed
Mr. Appleton should hold. The actual number of options granted
to Mr. Appleton was based upon subjective and objective factors,
such as, his individual performance, his position in the Company
relative to the other executive officers who received option
grants on the same date, the Company's overall performance, his
length of service with the Company, his past contributions to the
success of the Company and his contributions to the Company's
success that were expected to be made in the future.
Compensation Committee of the Board of Directors
Robert A. Lothrop
Thomas T. Nicholson
Allen T. Noble
John R. Simplot
Compensation Committee Interlocks and Insider Participation
During fiscal 1995, the Compensation Committee members initially
consisted of Joseph L. Parkinson, Reid N. Langrill, John R.
Simplot and Allen T. Noble. Joseph L. Parkinson and Reid N.
Langrill served as the Company's Chairman of the Board and Chief
Executive Officer, and Vice President, Finance; Treasurer and
Chief Financial Officer, respectively, until September 26, 1994,
when they resigned as officers and directors of the Company. Due
to the resignation of Messrs. Parkinson and Langrill, Mr. Lothrop
and Mr. Nicholson were appointed members of the Compensation
Committee, effective October 17, 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.
With respect to Mr. Nicholson, in March of 1995, Lake Hazel Shopping
Center, an Idaho general partnership, of which Mr. Nicholson is a
partner, sold approximately 80 acres of real property located in
12
<PAGE>
Ada County, Idaho, to the Company for $708,445. The acquisition of
the real estate was in the Company's ordinary course of obtaining
property for expansion of its operations at its Boise, Idaho site.
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, 1990, through August 31, 1995. 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.; Applied Materials, 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 last trading
day of the Company's 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, 1990, 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
-------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Micron Technology, Inc................. $100 $157 $170 $597 $1,130 $4,333
S&P Electronics (Semiconductors) Index 100 120 146 327 346 616
S&P 500 Composite Index 100 127 137 158 166 202
</TABLE>
13
<PAGE>
2. 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 300,000,000 shares of
Common Stock, $0.10 par value per share. On October 2, 1995, the
Board of Directors authorized an amendment to the Certificate to
increase the authorized number of shares of Common Stock to
1,000,000,000 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 one
billion (1,000,000,000), and the par value of each of
such shares is Ten Cents ($0.10)."
The Company currently has 300,000,000 authorized shares of
Common Stock. As of November 30, 1995, [206,861,383] shares of
Common Stock were issued and outstanding. In addition, as of
November 30, 1995, [17,892,381] shares were reserved for future
grant or for issuance upon the exercise of outstanding options
under the Company's 1985 Incentive Stock Option Plan, 1994 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, stock splits or to utilize such shares for
business purposes. 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 in a transaction other than in a stock split or stock
dividend, 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.
The Board of Directors recommends voting "FOR" approval of the amendment.
3. AMENDMENT TO THE COMPANY'S 1994 STOCK OPTION PLAN
The Micron Technology, Inc. 1994 Stock Option Plan (the "1994
Plan"), as currently in effect, reserves 2,000,000 shares of
Common Stock for issuance thereunder. On October 30, 1995, the
Board of Directors authorized an amendment to the 1994 Plan,
subject to shareholder approval, to increase by an additional
5,000,000 the number of shares available for grant under the 1994
Plan. The purpose of the amendment is to provide the Company
with an additional 5,000,000 shares of Common Stock that can be
awarded or granted to officers, employees and consultants of the
Company in future years through the expiration of the 1994 Plan
in 2004. All such awards or grants under the 1994 Plan would be
made only upon approval by the Board of Directors.
14
<PAGE>
The 1994 Plan was approved by shareholders at the 1994 Annual
Meeting. The following is a summary of the material features of
the 1994 Plan. A copy of the 1994 Plan has been filed with the
Securities & Exchange Commission and the following summary is
qualified in its entirety by reference to the 1994 Plan.
Purpose of the 1994 Plan Amendment
The purpose of the proposed amendment is to ensure that the
Company has a sufficient number of shares of Common Stock
reserved under the 1994 Plan to accomplish the 1994 Plan's
objective, i.e., to align management and shareholder long-term
interests and to attract, motivate, and retain experienced and
qualified management personnel. Assuming approval of the
proposed amendment, the 7,000,000 total shares reserved for
issuance under the 1994 Plan will represent approximately [3.38%]
of the Company's Common Stock outstanding as of November 30,
1995.
Administration
The 1994 Plan is administered by either (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. Historically, any grants approved by the Committee also
have been approved by the Board of Directors. 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 that such amendment may not impair the rights of
any Optionee unless mutually agreed otherwise by the Optionee and
the Committee).
Eligible Participants
Only persons who are officers, employees, or consultants,
including advisors, of the Company are 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 30,
1995, there were approximately [6,165] employees of the Company
who were eligible to participate in the 1994 Plan and [436]
actually participating. Currently, [11,200] shares of Common
Stock have been issued upon exercise of options granted pursuant
to the 1994 Plan. An additional [1,544,928] shares of Common
Stock are subject to options granted, but unexercised, under the
1994 Plan. An Optionee may be granted more than one option under
the 1994 Plan and any option that terminates without being
exercised reverts to the 1994 Plan and becomes available for
future grant. Under the terms of the 1994 Plan, no employee of
the Company can be granted options to purchase more than 500,000
shares during any fiscal year, subject to adjustment upon changes
in capitalization.
Terms of Options
The 1994 Plan provides for the grant of incentive stock options
("ISOs") as defined in Section 422 of the Code, or nonstatutory
stock options ("NSOs"). Options granted to consultants are
nonstatutory stock options.
The purchase price per share payable by an Optionee upon the
exercise of each ISO granted under the 1994 Plan equals the fair
market value of the Company's Common Stock on the date of the
grant. The fair market value of a share of the Company's Common
Stock is deemed to be the average closing price of the Company's
15
<PAGE>
Common Stock as quoted on the New York Stock Exchange for the
five (5) business days preceding the date the Option is granted.
As of November 30, 1995, the fair market value of a share of
Common Stock was $50.55. The purchase price per share payable by
an Optionee upon the exercise of each NSO granted under the 1994
Plan is determined by the Committee.
The exercise price of an option granted under the 1994 Plan may
be paid in cash, check, promissory note, or, at the discretion of
the Committee, in shares of the Company's Common Stock, or in any
combination thereof. Other methods of payment available under
the Plan include the acceptance by the Committee and stockbroker
of documentation necessary to perform a cashless exercise
transaction or the reduction of any Company liability to an
Optionee. In general, if an Optionee's employment with the
Company is terminated for any reason, options exercisable as of
the date of termination may be exercised for a period of 30 days
following such date. Options yet to be exercisable terminate
immediately upon the date of the termination. However, the
Committee may grant options under the 1994 Plan which survive the
termination of an Optionee's employment with the Company, and may
accelerate the vesting of options upon such terms and conditions
as the Committee may determine.
Options granted under the 1994 Plan cannot be assigned,
transferred, pledged, or otherwise encumbered in any way, except
in the event of the death of an Optionee, by the Optionee's will,
or by the applicable laws of descent or distribution. Options
granted under the 1994 Plan are exercisable during an Optionee's
lifetime only by the Optionee.
Options granted under the 1994 Plan are 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 as to twenty percent (20%) of the shares
subject to the option per year commencing with the first
anniversary date of the date of grant.
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 amendment to the 1994 Plan as
proposed hereby, a maximum of 7,000,000 shares of the Company's
$.10 par value Common Stock will be reserved for issuance
pursuant to options granted under the 1994 Plan. In the event of
a change in the number or nature of the Company's shares of
outstanding Common Stock by reason of a stock dividend, stock
split, recapitalization, reorganization, merger, exchange of
shares, or other similar capital adjustment, a proportionate
adjustment may be made in the number of shares reserved for
issuance under the 1994 Plan and will be made to the number,
class, and exercise price of shares subject to any outstanding
options under the 1994 Plan, in order to maintain the purpose of
the original grant.
Amendment and Termination of the 1994 Plan
The 1994 Plan was effective upon the adoption by the Company's
Board of Directors and approval by the Company's shareholders at
the 1994 Annual Meeting. It 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.
16
<PAGE>
ISOs and NSOs are treated differently for federal tax purposes.
ISOs are intended to comply with the requirements of Section 422
of the Code. NSOs need not comply with such requirements.
An Optionee is not taxed on the grant or exercise of an ISO.
The difference between the exercise price and the fair market
value of the shares on the exercise date will, however, be a
preference item for purposes of the alternative minimum tax. If
an Optionee holds the shares acquired upon exercise of an ISO for
at least two years following grant and at least one year
following exercise, the Optionee's gain, if any, upon a
subsequent disposition of such shares is long-term capital gain.
The measure of the gain is the difference between the proceeds
received on disposition and the Optionee's basis in the shares
(which generally equals the exercise price). If an Optionee
disposes of stock acquired pursuant to exercise of an ISO before
satisfying either of the one and two-year holding periods
described above, the disposition disqualifies the option from
favorable tax treatment as an ISO, and the Optionee will
recognize ordinary income in the year of disposition. The amount
of the ordinary income will be the lesser of (i) the amount
realized on disposition less the Optionee's adjusted basis in the
stock (usually the exercise price) or (ii) the difference between
the fair market value of the stock on the exercise date and the
exercise 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 is 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 exercise 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.
The 1994 Plan includes provisions necessary for the plan to
comply with Section 162(m) of the Internal Revenue Code of 1986.
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
relating to stock option exercises is not subject to the
deduction limit if certain limitations approved by shareholders
are applied to stock options granted to executive officers.
Plan Benefits
Because options under the 1994 Plan are granted in the
discretion of the Board of Directors (or such committee, if any,
to whom the Board has delegated such authority), it is not
possible for the Company to determine and disclose the amount of
options that may be granted to the named executive officers and
the executive officers as a whole, if the amendment is approved.
However, see "Eligible Participants" above for a description of
the limitations as to granting of options.
Proposed Amendment
Under the terms of the 1994 Plan, as originally approved by the
shareholders, there were 1,000,000 shares reserved for issuance.
On May 4, 1995, the Company effected a 2-for-1 stock split of its
Common Stock pursuant to a stock dividend. This adjustment
caused the 1,000,000 shares reserved for issuance to increase to
2,000,000 shares. Accordingly, following the stock split, the
1994 Plan authorized the issuance of 2,000,000 shares of Common
Stock. The proposed amendment will increase the number of
authorized shares of Common Stock reserved for issuance by an
additional 5,000,000 shares by revising the final sentence of
Section 3 of the 1994 Plan to read as follows:
"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 7,000,000 Shares."
The Board of Directors recommends voting "FOR" approval of the amendment.
17
<PAGE>
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand L.L.P.,
independent accountants, to audit the consolidated financial
statements of the Company for the fiscal year ending August 29,
1996. Coopers & Lybrand L.L.P. has been the Company's
independent accountants since fiscal year 1985. 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.
The Board of Directors recommends voting "FOR" the ratification
of the appointment of Coopers & Lybrand L.L.P.
5. 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 14, 1995
<PAGE>
This Proxy is solicited on behalf of the Board of Directors
MICRON TECHNOLOGY, INC.
1995 ANNUAL MEETING OF SHAREHOLDERS
January 29, 1996
The undersigned shareholder(s) of Micron Technology, Inc., a
Delaware corporation, hereby acknowledges receipt of the Notice
of 1995 Annual Meeting of Shareholders and Proxy Statement, each
dated December 18, 1995, 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 1995 Annual Meeting of Shareholders of Micron
Technology, Inc., to be held January 29, 1996, at 9:00 a.m.,
Mountain Standard Time, at the Boise Centre on the Grove, 850 W.
Front Street, Boise, Idaho 83702, 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
(except as indicated) for all 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 300,000,000 SHARES TO
1,000,000,000 SHARES:
/ / FOR / / AGAINST / / ABSTAIN
(to be signed on reverse side)
<PAGE>
(continued from other side)
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1994 STOCK
OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY'S
COMMON STOCK RESERVED FOR FUTURE GRANT FROM 2,000,000 TO
7,000,000 SHARES:
/ / FOR / / AGAINST / / ABSTAIN
4. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL
1996:
/ / 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, and 4. 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 in Control" means the acquisition by any
person or entity, directly, indirectly or beneficially, acting
alone or in concert, of more than thirty-five percent (35%) of
the Common Stock of the Company outstanding at any time.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Committee" means a Committee appointed by the
Board in accordance with Section 4 of the Plan.
(g) "Common Stock" means the Common Stock of the
Company.
(h) "Company" means Micron Technology, Inc., a
Delaware corporation.
(i) "Consultant" means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to
render services and who is compensated for such services. The
term "Consultant" shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the
Company for their services as Directors.
1
<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.
2
<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 which the Company, or any Parent
or Subsidiary of the Company has a significant ownership
interest.
3
<PAGE>
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 7,000,000
Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.
If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future
distribution under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. If permitted
by Rule 16b-3, the Plan may be administered by different bodies
with respect to Directors, Officers who are not Directors, and
Employees who are neither Directors nor Officers.
(ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option grants
made to Employees who are also Officers or Directors subject to
Section 16(b) of the Exchange Act, the Plan shall be administered
by (A) the Board, if the Board may administer the Plan in
compliance with the rules governing a plan intended to qualify as
a discretionary plan under Rule 16b-3, or (B) a committee
designated by the Board to administer the Plan, which committee
shall be constituted to comply with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3.
Once appointed, such committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and
appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the
rules governing a plan intended to qualify as a discretionary
plan under Rule 16b-3.
(iii) Administration With Respect to Other
Persons. With respect to Option grants made to Employees or
Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a
committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such
Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by Applicable
Laws.
(b) Powers of the Administrator. Subject to the
provisions of the Plan, and in the case of a Committee, subject
to the specific duties delegated by the Board to such Committee,
the Administrator shall have the authority, in its discretion:
4
<PAGE>
(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;
(xii) to institute and Option Exchange
Program; and
(xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.
5
<PAGE>
(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 time, 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 500,000
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
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.
6
<PAGE>
8. Term of Option. The term of each Option shall be
stated in the Notice of Grant; provided, however, that in the
case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be
provided in the Notice of Grant. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time
Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Notice of
Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall
be determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the
Administrator.
(b) Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within
which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be
exercised. In doing so, the Administrator may specify that an
Option may not be exercised until the completion of a service
period.
(c) Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
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<PAGE>
(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 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.
8
<PAGE>
(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), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was
entitled to exercise the Option at the date of death. If, at any
time of death, the Optionee was not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If,
after death, the Optionee's estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert
to the Plan.
(e) Rule 16b-3. Options granted to individuals
subject to Section 16 of the Exchange Act ("Insiders") must
comply with the applicable provisions of Rule 16b-3 and shall
contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(f) Suspension. Any Optionee who is also a
participant in the Retirement at Micron ("RAM") Section 401(k)
Plan and who requests and receives a hardship distribution from
the RAM Plan, is prohibited from making, and must suspend, his or
her employee elective contributions and employee contributions
including, without limitation on the foregoing, the
9
<PAGE>
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.
(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
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sale of assets, the option or right confers the right to purchase,
for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or
sale of assets was not solely common stock of the successor
corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, for
each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
(d) Change in Control. In the event of a Change in
Control, the unexercised portion of the Option shall become
immediately exercisable, to the extent such acceleration does not
disqualify the Plan, or cause an Incentive Stock Option to be
treated as a Nonstatutory Stock Option without the consent of the
Optionee.
13. Date of Grant. The date of grant of an Option shall
be, for all purposes, the date on which the Administrator makes
the determination granting such Option, or such other later date
as is determined by the Administrator. Notice of the
determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any
time amend, alter, suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Rule 16b-3 or with Section
422 of the Code (or any successor rule or statute or other
applicable law, rule, or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is
listed or quoted). Such shareholder approval, if required, shall
be obtained in such a manner and to such a degree as is required
by the applicable law, rule, or regulation.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension, or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must
be in writing and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder,
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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.
Revised 11/14/95
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