As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-618004
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 South Federal Way
Boise, Idaho 83706-9632
(Address of Principal Executive Offices) (Zip Code)
------------------------
1994 STOCK OPTION PLAN
(Full title of the plan)
------------------------
Steven R. Appleton
Chairman of the Board, Chief Executive Officer and President
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83706-9632
(Name and address of agent for service)
208-368-4000
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
<C> <C> <C> <C> <C>
Common Stock
$.10 par value 5,000,000 $25.625 $128,125,000 $44,181
</TABLE>
(1)Estimated in accordance with Rules 457(c) and 457(h) of Regulation
C solely for the purpose of calculating the registration fee on the
basis of $25.625 per share, average of the high and low price of the
Registrant's Common Stock as reported on the New York Stock Exchange
on June 26, 1996.
<PAGE>
The contents of the Registrant's Form S-8 Registration Statement
No. 33-57887, dated March 1, 1995 relating to the 1994 Stock Option
Plan are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
---------
Exhibit
Number
-------
4.1 1994 Stock Option Plan.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boise, State
of Idaho, on this 28th day of June, 1996.
MICRON TECHNOLOGY, INC.
By: Wilbur G. Stover, Jr.
---------------------------
Vice President of Finance
and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven R. Appleton
and Wilbur G. Stover, Jr., jointly and severally, his attorneys-in-
fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Steven R. Appleton Chairman of the Board, June 28, 1996
- -------------------- Chief Executive Officer
and President
Tyler A. Lowrey Vice Chairman and Chief June 28, 1996
- -------------------- Operations Officer
Wilbur G. Stover, Jr. Vice President of Finance June 28, 1996
- -------------------- (Chief Financial Officer)
and Director (Principal
Financial and Accounting Officer)
Edward J. Heitzeberg Vice President of Design, June 28, 1996
- -------------------- Product Engineering & Quality
Assurance and Director
Thomas T. Nicholson Director June 28, 1996
- --------------------
Gordon C. Smith Director June 28, 1996
- --------------------
Jerry M. Hess Director June 28, 1996
- --------------------
<PAGE>
Robert L. Lothrop Director June 28, 1996
- --------------------
John R. Simplot Director June 28, 1996
- --------------------
Don J. Simplot Director June 28, 1996
- --------------------
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- ---------------------------------------
4.1 1994 Stock Option Plan.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
Exhibit 4.1
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.
<PAGE>
(h) "Company" means Micron Technology, Inc., a Delaware
corporation.
(i) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and
who is compensated for such services. The term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or
who are not compensated by the Company for their services as Directors.
(j) "Continuous Status as 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
<PAGE>
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 Wall Street Journal or such
other source as the Administrator deems reliable;
(ii) If the Common Stock is quoted on the over-the-counter
market or is regularly quoted by a recognized securities dealer, but
selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to
the day of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith
by the Administrator.
(p) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.
(q) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(r) "Notice of Grant" means a written notice evidencing
certain terms and conditions of an individual Option grant. The Notice of
Grant is subject to the terms and conditions of the Option Agreement.
(s) "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
(t) "Option" means a stock option granted pursuant to the
Plan.
(u) "Option Agreement" means a written agreement between
the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan.
(v) "Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with a
lower exercise price.
(w) "Optioned Stock" means the Common Stock subject to an
Option.
10
<PAGE>
(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. 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.
11
<PAGE>
(ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option grants
made to Employees who are also Officers or Directors subject to
Section 16(b) of the Exchange Act, the Plan shall be administered by
(A) the Board, if the Board may administer the Plan in compliance
with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a committee designated
by the Board to administer the Plan, which committee shall be
constituted to comply with the rules governing a plan intended to
qualify as a discretionary plan under Rule 16b-3. Once appointed,
such committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the Board
may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of
the Committee and thereafter directly administer the Plan, all to the
extent permitted by the rules governing a plan intended to qualify as
a discretionary plan under Rule 16b-3.
(iii) Administration With Respect to Other Persons.
With respect to Option grants made to Employees or Consultants who
are neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted to satisfy Applicable
Laws. Once appointed, such Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by
Applicable Laws.
(b) Powers of the Administrator. Subject to the
provisions of the Plan, and in the case of a Committee, subject to
the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(o) of the Plan;
(ii) to select the Consultants and Employees to whom
Options may be granted hereunder;
(iii) to determine whether and to what extent Options
are granted hereunder;
(iv) to determine the number of shares of Common Stock
to be covered by each Option granted hereunder;
12
<PAGE>
(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 an Option Exchange Program; and
(xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.
(c) Effect of Administrator's Decision. The
Administrator's decisions, determinations, and interpretations shall
be final and binding on all Optionees and any other holders of
Options.
13
<PAGE>
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
14
<PAGE>
transaction will be treated as a cancellation of the Option and the
grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan
shall become effective upon the earlier to occur of its adoption by
the Board or its approval by the shareholders of the Company as
described in Section 18 of the Plan. It shall continue in effect for
a term of ten (10) years unless terminated earlier under Section 14
of the Plan.
8. Term of Option. The term of each Option shall be stated
in the Notice of Grant; provided, however, that in the case of an
Incentive Stock Option, the term shall be ten (10) years from the
date of grant or such shorter term as may be provided in the Notice
of Grant. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or
subsidiary, the term of the Incentive Stock Option shall be five
(5) years from the date of grant or such shorter term as may be
provided in the Notice of Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be
determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the
Company or Parent or Subsidiary, the per Share exercise price shall
be no less than 110% of the Fair Market Value per Share on the date
of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per Share
exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option, the
per Share exercise price shall be determined by the Administrator.
(b) Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within
15
<PAGE>
which the Option may be exercised and shall determine any conditions
which must be satisfied before the Option may be exercised. In doing
so, the Administrator may specify that an Option may not be exercised
until the completion of a service period.
(c) Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an Incentive
Stock Option, the Administrator shall determine the acceptable form
of consideration at the time of grant. Such consideration may
consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee
for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be
exercised;
(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
16
<PAGE>
of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when the Company
receives: (i) written notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by
the Option Agreement and the Plan. Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested
by the Optionee, in the name of the Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as
evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be
issued) such stock certificate, either in book entry form or in
certificate form, promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which
the Option is exercised.
(b) Termination of Employment or Consulting Relationship.
Upon termination of an Optionee's Continuous Status as an Employee
or Consultant, other than upon the Optionee's death or Disability,
the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Notice of Grant, and only to
the extent that the Optionee was entitled to exercise it as the date
of termination (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant). In the absence
of a specified time in the Notice of Grant, the Option shall remain
exercisable for 30 days following the Optionee's termination of
Continuous Status as an Employee or Consultant. In the case of
an Incentive Stock Option, such period of time shall not exceed
thirty (30) days from the date of termination. If, at the date of
termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the
17
<PAGE>
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
18
<PAGE>
elective contributions and employee contributions including, without
limitation on the foregoing, the exercise of any Option granted from
the date of receipt by that employee of the RAM hardship
distribution.
11. Non-Transferability of Options. An Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by laws of descent or distribution and
may be exercised, during the lifetime of the Optionee, only by the
Optionee.
12. Adjustments Upon Changes in Capitalization, Dissolution,
Merger, or Asset Sale.
(a) Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of
issued shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common
Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification
of the Common Stock or any other increase or decrease in the number
of shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to
an Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, to the extent
that an Option has not been previously exercised, it will terminate
immediately prior to the consummation of such proposed action. The
Board may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of a date fixed by the
Board and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned stock, including Shares as to
which the Option would not otherwise be exercisable.
19
<PAGE>
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option may be assumed or an equivalent option or right may be
substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. The Administrator may, in lieu of such
assumption or substitution, provide for the Optionee to have the
right to exercise the Option as to all or a portion of the Optioned
Stock, including Shares as to which it would not otherwise be
exercisable. If the Administrator makes an Option exercisable in
lieu of assumption or substitution in the event of a merger or sale
of assets, the Administrator shall notify the Optionee that the
Option shall be fully exercisable for a period of thirty (30) days
from the date of such notice, and the Option will terminate upon the
expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale
of assets, the option or right confers the right to purchase, for
each Share of Optioned Stock subject to the Option immediately prior
to the merger or sale of assets, the consideration (whether stock,
cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of assets
was not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to
the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or
sale of assets.
(d) Change 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.
20
<PAGE>
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary
and desirable to comply with Rule 16b-3 or with Section 422 of the
Code (or any successor rule or statute or other applicable law, rule,
or regulation, including the requirements of any exchange or
quotation system on which the Common Stock is listed or quoted).
Such shareholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law,
rule, or regulation.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension, or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in writing
and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares shall comply with
all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, Applicable Laws, and the
requirements of any 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
21
<PAGE>
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.
22
<PAGE>
Exhibit 5.1
June 27, 1996
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83706-9632
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about
June 28, 1996 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of
5,000,000 shares of your Common Stock under the 1994 Stock Option
Plan. Such shares of Common Stock are referred to herein as the
"Shares," and such plan is referred to herein as the "Plan." We have
examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements which accompany
each grant under the Plan, the Shares will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name
wherever appearing in the Registration Statement and any amendments
thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
23
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, which includes an explanatory
paragraph regarding uncertainties related to the adequacy of amounts
accrued for estimated costs of claims related to product and process
technology rights, dated September 21, 1995, on our audits of the
consolidated financial statements and financial statement schedules
of Micron Technology, Inc. and subsidiaries, as of August 31, 1995
and September 1, 1994, and for each of the three years in the period
ended August 31, 1995.
Coopers & Lybrand L.L.P.
Boise, Idaho
June 27, 1996
24
June 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: Filing Desk, Stop 1-4
Re: Micron Technology, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
Pursuant to the Securities Act of 1933 (the "Securities Act"),
we are filing herewith on behalf of Micron Technology, Inc. (the
"Registrant"), the following:
(1) A Registration Statement on Form S-8 with exhibits
registering 5,000,000 shares of the registrant's $.10 par value
common stock issuable under the company's 1994 Stock Option Plan.
(2) A filing fee in the amount of $44,181 was deposited with
the Mellon Bank depository on June 28, 1996. The confirmation number
of the wire is 00485.
Very truly yours,
Beatrice E. Solis
Associate General Counsel
Enclosures
cc: New York Stock Exchange, Inc. (w/encl.)
Wilbur G. Stover, Jr.; Micron Technology, Inc.
Patrick Schultheis; Wilson, Sonsini, Goodrich & Rosati (w/encl.)
Stan Johnson; Coopers & Lybrand
Exhibit 5.1
June 27, 1996
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83706-9632
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about
June 28, 1996 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of
5,000,000 shares of your Common Stock under the 1994 Stock Option
Plan. Such shares of Common Stock are referred to herein as the
"Shares," and such plan is referred to herein as the "Plan." We have
examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements which accompany
each grant under the Plan, the Shares will be legally and validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name
wherever appearing in the Registration Statement and any amendments
thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, which includes an explanatory
paragraph regarding uncertainties related to the adequacy of amounts
accrued for estimated costs of claims related to product and process
technology rights, dated September 21, 1995, on our audits of the
consolidated financial statements and financial statement schedules
of Micron Technology, Inc. and subsidiaries, as of August 31, 1995
and September 1, 1994, and for each of the three years in the period
ended August 31, 1995.
Coopers & Lybrand L.L.P.
Boise, Idaho
June 27, 1996
Exhibit 4.1
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.
<PAGE>
(h) "Company" means Micron Technology, Inc., a Delaware
corporation.
(i) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and
who is compensated for such services. The term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or
who are not compensated by the Company for their services as Directors.
(j) "Continuous Status as 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
<PAGE>
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 Wall Street Journal or such
other source as the Administrator deems reliable;
(ii) If the Common Stock is quoted on the over-the-counter
market or is regularly quoted by a recognized securities dealer, but
selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to
the day of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith
by the Administrator.
(p) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.
(q) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(r) "Notice of Grant" means a written notice evidencing
certain terms and conditions of an individual Option grant. The Notice of
Grant is subject to the terms and conditions of the Option Agreement.
(s) "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
(t) "Option" means a stock option granted pursuant to the
Plan.
(u) "Option Agreement" means a written agreement between
the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan.
(v) "Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with a
lower exercise price.
(w) "Optioned Stock" means the Common Stock subject to an
Option.
10
<PAGE>
(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. 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.
11
<PAGE>
(ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option grants
made to Employees who are also Officers or Directors subject to
Section 16(b) of the Exchange Act, the Plan shall be administered by
(A) the Board, if the Board may administer the Plan in compliance
with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a committee designated
by the Board to administer the Plan, which committee shall be
constituted to comply with the rules governing a plan intended to
qualify as a discretionary plan under Rule 16b-3. Once appointed,
such committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the Board
may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of
the Committee and thereafter directly administer the Plan, all to the
extent permitted by the rules governing a plan intended to qualify as
a discretionary plan under Rule 16b-3.
(iii) Administration With Respect to Other Persons.
With respect to Option grants made to Employees or Consultants who
are neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted to satisfy Applicable
Laws. Once appointed, such Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by
Applicable Laws.
(b) Powers of the Administrator. Subject to the
provisions of the Plan, and in the case of a Committee, subject to
the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(o) of the Plan;
(ii) to select the Consultants and Employees to whom
Options may be granted hereunder;
(iii) to determine whether and to what extent Options
are granted hereunder;
(iv) to determine the number of shares of Common Stock
to be covered by each Option granted hereunder;
12
<PAGE>
(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 an Option Exchange Program; and
(xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.
(c) Effect of Administrator's Decision. The
Administrator's decisions, determinations, and interpretations shall
be final and binding on all Optionees and any other holders of
Options.
13
<PAGE>
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
14
<PAGE>
transaction will be treated as a cancellation of the Option and the
grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan
shall become effective upon the earlier to occur of its adoption by
the Board or its approval by the shareholders of the Company as
described in Section 18 of the Plan. It shall continue in effect for
a term of ten (10) years unless terminated earlier under Section 14
of the Plan.
8. Term of Option. The term of each Option shall be stated
in the Notice of Grant; provided, however, that in the case of an
Incentive Stock Option, the term shall be ten (10) years from the
date of grant or such shorter term as may be provided in the Notice
of Grant. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or
subsidiary, the term of the Incentive Stock Option shall be five
(5) years from the date of grant or such shorter term as may be
provided in the Notice of Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be
determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the
Company or Parent or Subsidiary, the per Share exercise price shall
be no less than 110% of the Fair Market Value per Share on the date
of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per Share
exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option, the
per Share exercise price shall be determined by the Administrator.
(b) Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within
15
<PAGE>
which the Option may be exercised and shall determine any conditions
which must be satisfied before the Option may be exercised. In doing
so, the Administrator may specify that an Option may not be exercised
until the completion of a service period.
(c) Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an Incentive
Stock Option, the Administrator shall determine the acceptable form
of consideration at the time of grant. Such consideration may
consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee
for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be
exercised;
(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
16
<PAGE>
of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when the Company
receives: (i) written notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by
the Option Agreement and the Plan. Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested
by the Optionee, in the name of the Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as
evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be
issued) such stock certificate, either in book entry form or in
certificate form, promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which
the Option is exercised.
(b) Termination of Employment or Consulting Relationship.
Upon termination of an Optionee's Continuous Status as an Employee
or Consultant, other than upon the Optionee's death or Disability,
the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Notice of Grant, and only to
the extent that the Optionee was entitled to exercise it as the date
of termination (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant). In the absence
of a specified time in the Notice of Grant, the Option shall remain
exercisable for 30 days following the Optionee's termination of
Continuous Status as an Employee or Consultant. In the case of
an Incentive Stock Option, such period of time shall not exceed
thirty (30) days from the date of termination. If, at the date of
termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the
17
<PAGE>
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
18
<PAGE>
elective contributions and employee contributions including, without
limitation on the foregoing, the exercise of any Option granted from
the date of receipt by that employee of the RAM hardship
distribution.
11. Non-Transferability of Options. An Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by laws of descent or distribution and
may be exercised, during the lifetime of the Optionee, only by the
Optionee.
12. Adjustments Upon Changes in Capitalization, Dissolution,
Merger, or Asset Sale.
(a) Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of
issued shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common
Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification
of the Common Stock or any other increase or decrease in the number
of shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to
an Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, to the extent
that an Option has not been previously exercised, it will terminate
immediately prior to the consummation of such proposed action. The
Board may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of a date fixed by the
Board and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned stock, including Shares as to
which the Option would not otherwise be exercisable.
19
<PAGE>
(c) Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option may be assumed or an equivalent option or right may be
substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. The Administrator may, in lieu of such
assumption or substitution, provide for the Optionee to have the
right to exercise the Option as to all or a portion of the Optioned
Stock, including Shares as to which it would not otherwise be
exercisable. If the Administrator makes an Option exercisable in
lieu of assumption or substitution in the event of a merger or sale
of assets, the Administrator shall notify the Optionee that the
Option shall be fully exercisable for a period of thirty (30) days
from the date of such notice, and the Option will terminate upon the
expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale
of assets, the option or right confers the right to purchase, for
each Share of Optioned Stock subject to the Option immediately prior
to the merger or sale of assets, the consideration (whether stock,
cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of assets
was not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to
the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or
sale of assets.
(d) Change 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.
20
<PAGE>
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time
amend, alter, suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary
and desirable to comply with Rule 16b-3 or with Section 422 of the
Code (or any successor rule or statute or other applicable law, rule,
or regulation, including the requirements of any exchange or
quotation system on which the Common Stock is listed or quoted).
Such shareholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law,
rule, or regulation.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension, or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in writing
and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares shall comply with
all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, Applicable Laws, and the
requirements of any 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
21
<PAGE>
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.
22
