<PAGE>
================================================================================
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MICRON TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF MICRON TECHNOLOGY, INC.]
----------------
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 25, 1997
To the Shareholders:
Notice Is Hereby Given that the 1997 Annual Meeting of Shareholders of
Micron Technology, Inc., a Delaware corporation (the "Company"), will be held
on November 25, 1997, at 9:00 a.m., Mountain Standard Time, at the BANK OF
AMERICA CENTRE, 245 S. CAPITOL BOULEVARD, BOISE, IDAHO 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 1994 Stock Option Plan
increasing the number of shares reserved for issuance thereunder to
32,000,000.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
accountants of the Company for the fiscal year ending September 3, 1998.
4. 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 September 29, 1997,
are entitled to notice of and to vote at the meeting. A complete list of the
shareholders entitled to vote at the meeting will be open to the examination
of any shareholder, for any purpose germane to the meeting, during ordinary
business hours for the ten-day period ending immediately preceding the date of
the meeting, at the Company's headquarters at 8000 S. Federal Way, Boise,
Idaho 83706-9632.
Attendance at the Annual Meeting will be limited to shareholders and guests
of the Company. Shareholders will be required to furnish proof of ownership of
the Company's Common Stock before being admitted to the meeting. Shareholders
holding shares in the name of a broker or other nominee are requested to bring
a statement from the broker or nominee confirming their ownership in the
Company's Common Stock. Directions to the meeting's location accompany the
Proxy Statement.
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
Roderic W. Lewis
Vice President of Legal Affairs,
General Counsel & Corporate
Secretary
Boise, Idaho
October 20, 1997
YOUR VOTE IS IMPORTANT, PLEASE MAIL YOUR PROXY PROMPTLY
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.
<PAGE>
[LOGO OF MICRON TECHNOLOGY, INC.]
8000 S. FEDERAL WAY
BOISE, IDAHO 83706-9632
----------------
PROXY STATEMENT
1997 ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 25, 1997
----------------
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 1997 Annual Meeting of
Shareholders to be held on November 25, 1997, 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 1997
Annual Meeting of Shareholders. The Annual Meeting will be held at the BANK OF
AMERICA CENTRE, 245 S. CAPITOL BOULEVARD, 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
October 20, 1997, to all shareholders entitled to vote at the meeting.
RECORD DATE
Shareholders of record at the close of business on September 29, 1997 (the
"Record Date"), are entitled to notice of and to vote at the meeting.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders of the Company which are intended to be presented
at the Company's 1998 Annual Meeting of Shareholders, must be received by the
Company no later than July 27, 1998, and otherwise be in compliance with the
Company's Certificate of Incorporation and Bylaws and 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 Annual 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 to the
Company will be approximately $25,000.
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,
211,390,866 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 the Company's 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. The required quorum for the transaction of
business at the Annual Meeting is a majority of the votes eligible to be cast
by holders of shares of the Company's Common Stock issued and outstanding on
the Record Date. Shares that are voted "FOR," "AGAINST," "WITHHELD" or
"ABSTAIN" are treated as being present at the Annual Meeting for the purposes
of establishing a quorum and are also treated as shares entitled to vote at
the Annual Meeting (the "Votes Cast") with respect to such matter. Abstentions
will have the same effect of voting against a proposal. Broker non-votes will
be counted for purposes of determining the presence or absence of a quorum for
the transaction of business, but such non-votes will not be counted for
purposes of determining the number of Votes Cast with respect to the
particular proposal on which a broker has expressly not voted. Thus a broker
non-vote will not effect the outcome of the voting on a proposal.
Cumulative voting for the election of directors shall not be required unless
at least one shareholder has given written notice to the Secretary of the
Company of its intention to cumulate votes at least 15 days prior to the date
of the meeting. If 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
eight candidates. If 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 eight 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 Annual Meeting. Abstentions and broker nonvotes as to
the election of the directors will not count as Votes Cast "FOR" or "AGAINST"
any nominee.
VOTING OF PROXIES
The shares of the Company's 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 1994 Stock Option Plan, and
(iii) FOR ratification of the appointment of Coopers & Lybrand L.L.P. as
independent accountants of the Company for fiscal 1998.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth security ownership information as of August
28, 1997, 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 PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
----------------------------------------- --------------------- ----------
<S> <C> <C> <C> <C>
FMR Corporation.......................... 31,846,618 (1) 15.07%
82 Devonshire Street
Boston, Massachusetts 02109
Capital Group Companies, Inc............. 23,192,910 (2) 10.97%
333 South Hope Street
Los Angeles, CA 90071
J.R. Simplot Company..................... 18,699,000 (3) (4) 8.85%
999 Main Street, Suite 1300
Boise, Idaho 83707
John R. Simplot.......................... 13,137,700 (5)(6) 6.22%
999 Main Street, Suite 1300
Boise, Idaho 83707
Appleton, Steven R....................... 497,239 (6)(7)(8) *
Bagley, James W.......................... 10,000 (6) *
Baldwin, Donald D........................ 217,191 (6)(8) *
Cloud, Eugene H.......................... 161,628 (6)(8) *
Donnelly, Robert M....................... 70,520 (6) *
Heitzeberg, Edward J..................... 380,124 (6)(8) *
Hess, Jerry M............................ 32,000 (6)(9) *
Lothrop, Robert A........................ 50,049 (6)(10) *
Lowrey, Tyler A.......................... 90,840 (6)(8)(11) *
Nicholson, Thomas T...................... 1,511,670 (6)(12) *
Simplot, Don J........................... 164,020 (4)(6)(13) *
Smith, Gordon C.......................... 10,750 (6)(14) *
Stover, Wilbur G., Jr.................... 180,275 (6)(7)(8) *
All directors and executive officers as a
group (19 persons)...................... 35,690,946 (15)(16) 16.75%
</TABLE>
- --------
* Less than 1%
(1) Includes 27,952,818 shares beneficially owned by Fidelity Management and
Research Company, 3,569,200 shares beneficially owned by Fidelity
Management Trust Company, and 324,600 shares beneficially owned by
Fidelity International Limited. Based upon information obtained directly
from FMR Corporation on September 18, 1997.
(2) Includes 13,838,080 shares beneficially owned by Capital Research and
Management Company and 9,354,830 shares beneficially owned by a group of
investment management companies, whose parent holding company is Capital
Group Companies, Inc. Based upon information obtained directly from the
Capital Group Companies, Inc. on September 30, 1997.
(3) Includes 11,099,000 shares as to which J.R. Simplot Company has both
voting and dispositive power and 7,600,000 shares as to which it has
dispositive power but no voting power. Does not include 5,000,000 shares
as to which it has voting power but no dispositive power and 2,600,000
shares as to which Simplot Canada Limited, a wholly-owned subsidiary of
J.R. Simplot Company, has voting power but no dispositive power. Subject
to certain conditions, J.R. Simplot Company and Simplot Canada Limited
have the power to reclaim possession of, and dispositive power over, such
5,000,000 shares and 2,600,000 shares, respectively.
3
<PAGE>
(4) Mr. Don Simplot may also be deemed to be the beneficial owner of shares
beneficially owned by J.R. Simplot Company. He is a shareholder, a
director and the Corporate Vice President of J.R. Simplot Company and is
a member of its Office of the Chairman.
(5) Includes 967,600 shares held by a trust of which Mr. John Simplot is the
trustee; 51 shares held by a limited partnership of which Mr. John
Simplot is the general partner; 12,122,449 shares held by another limited
partnership of which Mr. John Simplot is the general partner; 22,400
shares held in joint tenancy with his spouse; and 15,200 shares held by
Mrs. Simplot. Does not include the shares beneficially owned by J.R.
Simplot Company.
(6) Includes options to purchase shares of the Company's Common Stock
exercisable within 60 days of August 28, 1997, under the Company's 1985
Incentive Stock Option Plan, 1994 Stock Option Plan and Nonstatutory
Stock Option Plan in the following amounts: Mr. Appleton, 395,669; Mr.
Baldwin, 180,191; Mr. Cloud, 152,528; Mr. Donnelly, 58,520; Mr.
Heitzeberg, 224,424; Mr. Lowrey, 56,000; Mr. Stover, 163,275; Mr. Bagley,
10,000; Mr. Hess, 10,000; Mr. Lothrop, 10,000; Mr. Nicholson, 10,000; Mr.
Don Simplot, 10,000; Mr. John Simplot, 10,000; Mr. Smith, 10,000; and all
directors and executive officers as a group (19 persons), 1,703,365.
(7) Does not include 7,600,000 shares as to which Messrs. Appleton and
Stover, in their respective capacities as Chairman of the Board and Chief
Financial Officer of the Company, share voting power pursuant to
irrevocable proxies issued in connection with forward sale transactions
by J.R. Simplot Company and Simplot Canada Limited. These proxies are
effective until the Company's annual meeting in 2003. Neither Mr.
Appleton nor Mr. Stover has any dispositive power as to such 7,600,000
shares.
(8) Does not include shares of Common Stock of Micron Communications, Inc.
("MCC"), a subsidiary of the Company, held by the following individuals:
Mr. Appleton, 3,048; Mr. Baldwin, 2,416; Mr. Cloud, 3,523; Mr.
Heitzeberg, 2,133; Mr. Lowrey, 2,024; Mr. Stover, 2,896; and all
directors and executive officers as a group (7 persons), 18,571. The
total number of shares of MCC held by all directors and executive
officers as a group represents 1.63% of the total outstanding shares of
MCC Common Stock. Also, does not include shares of Common Stock of Micron
Display Technology, Inc. ("MDT"), a subsidiary of the Company at fiscal
year end, held by the following individuals: Mr. Appleton, 910 shares;
Mr. Baldwin, 4,580; Mr. Cloud, 26,650; Mr. Heitzeberg, 9,170; Mr. Lowrey,
910; and all directors and executive officers as a group (8 persons),
53,670. The total number of shares of MDT held by all directors and
executive officers as a group represents less than 1% of the total
outstanding shares of MDT Common Stock.
(9) Includes 20,000 shares held directly in the name of Mr. Hess and 2,000
shares held in the name of J.M. Hess Construction Co.
(10) Includes 40 shares held directly in the name of Mr. Lothrop, 424 shares
held in the name of Mrs. Lothrop, and 39,585 shares held in joint tenancy
with Mrs. Lothrop.
(11) Does not include 98,300 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.
(12) Includes 1,400,000 shares held in the name of Mr. Nicholson directly;
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; 10,000 shares held in the name of MNII; 50,000 shares held by
Blacks Creek Ltd. Partnership; and 16,670 shares held by Mrs. Nicholson.
(13) Includes 149,020 shares held in the name of Mr. Don Simplot directly and
5,000 shares held by Mr. Don Simplot as custodian for his minor child.
(14) All shares are held in joint tenancy with Mrs. Smith.
(15) Also includes 18,699,000 shares held by the J.R. Simplot Company (see
footnote (4) above).
(16) Does not include 875,234 shares of Common Stock of Micron Electronics,
Inc. ("MEI"), a subsidiary of the Company, held by an executive officer
and options to purchase an aggregate of 57,000 shares of MEI Common Stock
exercisable within 60 days of August 28, 1997 held by two executive
officers.
4
<PAGE>
BUSINESS TO BE TRANSACTED
1. ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws currently provide for eight directors, and it is
contemplated that a Board of eight directors will be elected at the meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by them for management's eight 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 listed below 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 or 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 eight 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...... 37 Chairman of the Board of Directors, Chief Executive 1994(1)
Officer and President of the Company
James W. Bagley......... 58 Chief Executive Officer, Lam Research Corporation 1997
Jerry M. Hess........... 59 Chairman and Chief Executive Officer of J.M. Hess 1994
Construction Company, Inc.
Robert A. Lothrop....... 71 Retired, former Senior Vice President of J.R. Simplot 1994(2)
Company
Thomas T. Nicholson..... 61 President of Mountain View Equipment 1980
Don J. Simplot.......... 62 Member of Office of the Chairman and Corporate Vice 1982
President of J.R. Simplot Company
John R. Simplot......... 88 Retired, former Chairman of the Board of the J.R. 1980
Simplot Company
Gordon C. Smith......... 68 Secretary and Treasurer of SSI Management Corp. 1990
</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.
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 has served in various
capacities with the Company, its subsidiaries and affiliates, including
President and Chief Operating Officer and Vice President, Manufacturing of the
Company; and Chairman of the Board, Chief Executive Officer and President of
Micron Semiconductor, Inc. (a former wholly owned subsidiary of the Company).
Since April 1995, Mr. Appleton has served as a director of Micron Electronics,
Inc., a majority owned subsidiary of the Company.
5
<PAGE>
(ii) James W. Bagley became the Chief Executive Officer and a director of
Lam Research Corporation ("Lam") in August 1997, upon consummation of a merger
of OnTrak Systems, Inc. ("OnTrak") into Lam. Lam is, and OnTrak was, a capital
equipment supplier. From May 1996 until August 1997, he was Chairman of the
Board and Chief Executive Officer of OnTrak. From December 1987 until December
1993, Mr. Bagley was President and Chief Operating Officer for Applied
Materials, Inc., a manufacturer of wafer fabrication systems to the
semiconductor industry. From January 1994 until October 1995, he was Vice
Chairman and Chief Operating Officer of Applied Materials, Inc., and Vice
Chairman from November 1995 until May 1996. Mr. Bagley currently is a director
of KLA-Tencor Corporation, Teradyne, Inc., Kulicke & Soffe Industries, Inc.
and Semi/SEMATECH.
(iii) Since April 1995, Jerry M. Hess has served as a director of Micron
Electronics, Inc., a majority owned subsidiary of the Company.
(iv) Since April 1995, Robert A. Lothrop has served as a director of Micron
Electronics, Inc., a majority owned subsidiary of the Company.
(v) Thomas T. Nicholson also serves as Vice President of Miller Nicholson,
an automobile dealership, and is a partner of CCT Land & Cattle.
(vi) 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, a privately
held company involved in food processing and in manufacturing and marketing
fertilizers and agricultural chemicals. Mr. Don Simplot is also a director of
AirSensors, Inc., an alternative fuel conversion equipment company.
(vii) 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 holds the honorary title of Chairman Emeritus of the J.R.
Simplot Company. Since April 1995, Mr. John Simplot has served as a director
of Micron Electronics, Inc., a majority owned subsidiary of the Company.
(viii) Gordon C. Smith has served as the Secretary and Treasurer of SSI
Management Corp. since September 1994. Mr. Smith served from May 1988 until
his retirement in March 1994 as the President and Chief Executive Officer of
the J.R. Simplot Company. Mr. Smith also 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.
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) BENEFICIAL OWNERSHIP REPORTING 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 28,
1997, except for Joseph M. Daltoso. Mr. Daltoso, who is the Chairman and Chief
Executive Officer of the Company's majority owned subsidiary, Micron
Electronics, Inc. ("MEI"), failed to report timely on SEC Form 4 (Statement of
Changes in Beneficial Ownership) the sale of 17,600 shares of Common Stock of
the Company on November 1, 1996. Of the shares sold by Mr. Daltoso in the
transaction, 15,000 had been acquired by him on the same day through the
exercise of stock options.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1996, the Company, J.R. Simplot Company ("JRSC"), the Surprise
Valley Partnership and United Water of Idaho, Inc. agreed to jointly design,
construct and operate a water pipeline and pump station near the Company's
manufacturing facilities in Boise, Idaho. During fiscal 1997, the Company
contributed $455,915 toward the project, of which $94,099 was paid to JRSC.
During the fiscal year ended August 28, 1997, J.R. Simplot Company and its
subsidiaries purchased approximately $590,000 worth of computer equipment from
Micron Electronics, Inc., a majority owned subsidiary of the Company.
In January 1997 Joseph M. Daltoso, the Chairman and Chief Executive Officer
of MEI paid $781,576 to the Company in full satisfaction of an outstanding
promissory note.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 13 meetings during the
fiscal year ended August 28, 1997. The Board of Directors has a standing Audit
Committee and a standing Compensation Committee.
The Audit Committee held two meetings during fiscal 1997. Messrs. Hess,
Nicholson and Smith served on the Audit Committee during all of fiscal 1997.
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 held four meetings during fiscal 1997. Mr.
Lothrop, Mr. Nicholson and Mr. John Simplot served on the Compensation
Committee during all of fiscal 1997. 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 1997, 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.
7
<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
1997 for all services rendered to the Company and its subsidiaries for each of
the last three completed fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- ------------
OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL SALARY OTHER ANNUAL GRANTED COMPENSATION
(1) YEAR (2) BONUS (3)(4)(5) COMPENSATION (6)(7)(8)(9) (10)
--------------------------- ------ -------- --------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Steven R. Appleton.......... 1997 $567,404 $2,731,078 $ 0 235,069 $ 5,548
Chairman, CEO, & 1996 525,769 1,553,179 0 60,000 29,772
President 1995 450,000 1,239,540 0 120,000 57,017
Donald D. Baldwin........... 1997 232,645 1,336,409 0 167,791 5,548
Vice President of Sales & 1996 217,500 712,646 0 45,000 20,850
Marketing 1995 205,000 516,027 0 64,000 20,447
Eugene H. Cloud............. 1997 194,596 691,485 0 96,388 5,548
Vice President of 1996 185,615 426,333 0 15,000 10,096
Marketing 1995 190,000 431,883 0 48,000 12,627
Robert M. Donnelly.......... 1997 208,558 1,199,230 0 154,520 5,548
Vice President of Memory 1996 194,231 646,270 0 35,000 10,096
Products 1995 190,000 508,528 0 64,000 12,627
Wilbur G. Stover, Jr........ 1997 359,423 1,660,868 0 195,073 39,345
Vice President of Finance 1996 330,384 844,700 0 50,000 15,111
& CFO 1995 233,385 576,845 0 72,000 12,249
- --------
Edward J. Heitzeberg........ 1997 230,100 1,354,666 0 114,524 16,890
Manager, Memory 1996 216,923 788,291 0 45,000 25,295
Technology 1995 200,000 613,047 0 80,000 25,000
Tyler A. Lowrey............. 1997 561,635 1,513,778 0 67,350 5,548
Former Vice Chairman 1996 525,769 1,531,263 0 60,000 10,096
& Chief Operations Officer 1995 450,000 1,245,273 0 120,000 15,262
</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 1997. Mr. Heitzeberg and Mr.
Lowrey are listed because they each would have been listed as one of the
Company's four most highly compensated executive officers if they had
been serving as an executive officer at the end of fiscal 1997. Mr.
Heitzeberg resigned as an executive officer of the Company effective as
of January 27, 1997. Mr. Heitzeberg continues to work for the Company in
the capacity of Manager, Memory Technology. Mr. Lowrey resigned as an
executive officer of the Company effective as of September 30, 1996. Mr.
Lowrey resigned his active employment with the Company on April 29, 1997.
(2) Includes compensation deferred by the employee under the Company's
Section 401(k) retirement plan.
(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 the "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REGARDING EXECUTIVE
COMPENSATION."
8
<PAGE>
(4) Includes profit sharing and bonus compensation paid for achievement of
performance milestones and the filing and issuance of patents.
(5) Includes amounts paid in connection with amended Severance Agreements and
Agreements Not to Compete in the following amounts: Mr. Appleton,
$1,057,991; Mr. Baldwin, $535,022; Mr. Cloud, $267,325; Mr. Donnelly,
$458,237; Mr. Stover, $705,969; and Mr. Heitzeberg, $573,345. See the
subheading "Amendments to Severance Agreements" under the "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REGARDING EXECUTIVE
COMPENSATION."
(6) Includes options to purchase shares of the Company's Common Stock under
the Company's 1985 Incentive Stock Option Plan, 1994 Stock Option Plan
and the Nonstatutory Stock Option Plan (collectively, the "Stock Plans").
Options granted in fiscal 1995 under the Stock Plans reflect a 2-for-1
stock split effected in the form of a stock dividend as of May 4, 1995.
(7) Fiscal 1997 amounts include options granted in exchange for options
granted in fiscal 1996 which were cancelled pursuant to an option
exchange program the Company implemented in fiscal 1997 in the following
amounts: Mr. Appleton, 60,000; Mr. Baldwin, 45,000; Mr. Cloud, 15,000;
Mr. Donnelly, 35,000; Mr. Stover 50,000; Mr. Heitzeberg, 45,000; and Mr.
Lowrey, 60,000. See "OPTION GRANTS IN LAST FISCAL YEAR" and footnote (4)
thereto. See also the subheading "Equity Compensation" under the "REPORT
OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REGARDING
EXECUTIVE COMPENSATION."
(8) Includes options granted at the end of fiscal 1997 as part of an
incentive compensation program for fiscal 1998 in the following amounts:
Mr. Appleton, 70,000; Mr. Baldwin, 55,000; Mr. Cloud, 45,000; Mr.
Donnelly, 55,000; Mr. Stover, 60,000; and Mr. Heitzeberg, 20,100. See
"OPTION GRANTS IN LAST FISCAL YEAR" and footnote (6) thereto.
(9) Includes options granted in connection with amended Severance Agreements
and Agreements Not to Compete in the following amounts: Mr. Appleton,
45,069; Mr. Baldwin, 22,791; Mr. Cloud, 11,388; Mr. Donnelly, 19,520; Mr.
Stover, 30,073; and Mr. Heitzeberg, 24,424. See "OPTION GRANTS IN LAST
FISCAL YEAR" and footnote (5) thereto. See also the subheading
"Amendments to Severance Agreements" under the "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REGARDING EXECUTIVE
COMPENSATION."
(10) Consists of (i) Company contributions made on the named executive's
behalf to the Section 401(k) retirement plans; (ii) cash paid to the
named executive under the Company's time-off plan; and (iii) cash paid
under the Company's sabbatical/longevity bonus program.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options granted under the
Company's 1994 Stock Option Plan and Nonstatutory Stock Option Plan in fiscal
1997 to the Named Executive Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL RATES OF
OPTIONS EXERCISE OR FAIR MARKET STOCK PRICE APPRECIATION
OPTIONS GRANTED TO BASE PRICE VALUE ON FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PER DATE OF EXPIRATION --------------------------------
NAME (#) FISCAL YEAR SHARE GRANT (1) DATE 0% 5% 10%
---- ------------- ------------ ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Steven R. Appleton...... 60,000 (3)(4) 0.418% $31.650 $ -- 10/2/01 $ -- $ 645,842 $1,465,194
60,000 (3) 0.418% 29.650 -- 10/28/02 -- 605,030 1,372,607
45,069 (5) 0.314% 7.825 31.30 11/25/02 1,057,995 1,537,754 2,146,405
70,000 (3)(6) 0.488% 45.775 -- 8/25/03 -- 1,089,751 2,472,274
Donald D. Baldwin....... 45,000 (3)(4) 0.313% 31.650 -- 10/2/01 -- 484,381 1,098,896
45,000 (3) 0.313% 29.650 -- 10/28/02 -- 453,773 1,029,455
22,791 (5) 0.159% 7.825 31.30 11/25/02 535,019 777,629 1,085,418
55,000 (3)(6) 0.383% 45.775 -- 8/25/03 -- 856,233 1,942,501
Eugene H. Cloud......... 15,000 (3)(4) 0.104% 31.650 -- 10/2/01 -- 161,460 366,299
25,000 (3) 0.174% 29.650 -- 10/28/02 -- 252,096 571,920
11,388 (5) 0.079% 7.825 31.30 11/25/02 267,333 388,558 542,352
45,000 (3)(6) 0.313% 45.775 -- 8/25/03 -- 700,555 1,589,319
Robert M. Donnelly...... 35,000 (3)(4) 0.244% 31.650 -- 10/2/01 -- 376,741 854,697
45,000 (3) 0.313% 29.650 -- 10/28/02 -- 453,773 1,029,455
19,520 (5) 0.136% 7.825 31.30 11/25/02 458,232 666,022 929,637
55,000 (3)(6) 0.383% 45.775 -- 8/25/03 -- 856,233 1,942,501
Wilbur G. Stover, Jr.... 50,000 (3)(4) 0.348% 31.650 -- 10/2/01 -- 538,201 1,220,995
55,000 (3) 0.383% 29.650 -- 10/28/02 -- 554,611 1,258,223
30,073 (5) 0.209% 7.825 31.30 11/25/02 705,964 1,026,091 1,432,222
60,000 (3)(6) 0.418% 45.775 -- 8/25/03 -- 934,073 2,119,092
- -------
Edward J. Heitzeberg.... 45,000 (3)(4) 0.313% 31.650 -- 10/2/01 -- 484,381 1,098,896
25,000 (3) 0.174% 29.650 -- 10/28/02 -- 252,096 571,920
24,424 (5) 0.170% 7.825 31.30 11/25/02 573,353 833,347 1,163,190
20,100 (3)(6) 0.140% 45.775 -- 8/25/03 -- 312,914 709,896
Tyler A. Lowrey......... 60,000 (3)(4) 0.418% 31.650 -- 10/2/01 -- 645,842 1,465,194
100 (3) 0.001% 26.775 -- 11/1/02 -- 911 2,066
417 (3) 0.003% 26.605 31.30 11/25/02 1,958 6,397 12,028
6,833 (3) 0.048% 31.300 -- 11/25/02 -- 72,737 86,385
</TABLE>
- -------
(1) The "fair market value" on the date of grant is defined under the
Company's 1994 Stock Option Plan and the Nonstatutory Stock Option Plan as
equal to the average closing price of the Company's Common Stock for the
five business days preceding the date of grant. No fair market value is
listed if the exercise price of the option is equal to the fair market
value on the date of grant (see footnote (3) below).
(2) Potential realizable value is based on an assumption that the stock price
for the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the six year option
term. Potential realizable value is shown net of exercise price. The
numbers are calculated based on the regulations promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price growth.
(3) The exercise price is the "fair market value" on the date of grant, which
is defined under the Company's Stock Plans as equal to the average closing
price of the Company's Common Stock for the five business days preceding
the date of grant. Options granted typically have a six year term and vest
over a five (5) year period in increments of twenty percent (20%) per
year. Options under the 1994 Stock Option Plan may be granted as incentive
stock options ("ISOs") or nonstatutory stock options ("NSOs").
10
<PAGE>
(4) These options were granted as a result of an option exchange program (the
"Exchange Program") approved by the Company's Board of Directors on
September 30, 1996. Pursuant to the exchange program, employees with
options having an exercise price in excess of $30.00 per share under the
Company's Stock Plans were entitled to elect to exchange such options for
nonstatutory stock options having (i) an exercise price equal to the
average closing price of the Company's Common Stock for the five business
days preceding October 18, 1996, and (ii) generally the same terms and
conditions, including vesting and expiration terms, as the options
surrendered; provided, however, that nonstatutory stock options could not
be exercised prior to January 18, 1997. See the subheading "Equity
Compensation" under the "REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS REGARDING EXECUTIVE COMPENSATION."
(5) These options were granted in connection with the amended Severance
Agreements and Agreements Not to Compete. See the subheading "Amendments
to Severance Agreements" under the "REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS REGARDING EXECUTIVE COMPENSATION."
(6) The options were granted at the end of fiscal 1997, as part of an
incentive compensation program for fiscal 1998.
11
<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 1997 by the Named Executive Officers and the value of such officers'
unexercised options and SARs at August 28, 1997:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
NUMBER OF YEAR-END YEAR-END(1)
SHARES ---------------------- --------------------
ACQUIRED ON VALUE EXERCISABLE (E) EXERCISABLE (E)
NAME EXERCISE REALIZED UNEXERCISABLE (U) UNEXERCISABLE (U)
---- ----------- ---------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Steven R. Appleton...... 59,356 $1,902,638 395,669 (E) $12,921,303 (E)
154,000 (U) 1,576,488 (U)
Donald D. Baldwin....... 0 0 180,191 (E) 5,397,220 (E)
112,800 (U) 1,039,200 (U)
Eugene H. Cloud......... 10,000 299,850 152,528 (E) 4,931,768 (E)
75,600 (U) 589,609 (U)
Robert M. Donnelly...... 102,526 2,116,996 58,520 (E) 1,323,972 (E)
108,800 (U) 982,952 (U)
Wilbur G. Stover, Jr.... 16,000 680,832 163,275 (E) 4,486,434 (E)
127,400 (U) 1,207,747 (U)
- --------
Edward J. Heitzeberg.... 10,000 242,129 224,424 (E) 6,855,355 (E)
69,100 (U) 934,558 (U)
Tyler A. Lowrey......... 96,000 2,668,601 0 (E) 0 (E)
192,452 (U) 5,220,386 (U)
</TABLE>
- --------
(1) Represents the difference between the exercise price of the options and
$45.712, the average closing price of the Company's Common Stock for the
five business days preceding August 28, 1997.
12
<PAGE>
10-YEAR OPTION/SAR REPRICINGS
The following table summarizes the repricing of any stock options granted to
any executive officer of the Company during the past ten fiscal years.
<TABLE>
<CAPTION>
NUMBER
OF SHARES LENGTH OF
UNDERLYING ORIGINAL
OPTIONS/SARS MARKET PRICE EXERCISE OPTION TERM
REPRICED OF STOCK AT PRICE AT NEW REMAINING AT
DATE OF OR TIME OF TIME OF EXERCISE DATE OF
NAME/TITLE REPRICING AMENDED REPRICING REPRICING PRICE REPRICING
---------- --------- ------------ ------------ --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven R. Appleton...... 10/18/96 60,000 $31.65 $80.25 $31.65 5
Chairman of the Board,
CEO & President
Donald D. Baldwin....... 10/18/96 45,000 31.65 80.25 31.65 5
Vice President of Sales
& Marketing
Kipp A. Bedard.......... 10/18/96 20,000 31.65 80.25 31.65 5
Vice President of
Corporate Affairs
Eugene H. Cloud......... 10/18/96 15,000 31.65 80.25 31.65 5
Vice President of
Marketing
Robert M. Donnelly...... 10/18/96 35,000 31.65 80.25 31.65 5
Vice President of Memory
Products
Dermot M. Durcan........ 10/18/96 2,736 31.65 80.25 31.65 5
Chief Technical Officer 10/18/96 7,364 31.65 68.212 31.65 5
& Vice President 10/18/96 981 31.65 60.031 31.65 5
of Research &
Development
William B. Farney....... 10/18/96 35,000 31.65 80.25 31.65 5
Former Vice President of
Legal Affairs,
General Counsel &
Corporate Secretary
Jay L. Hawkins.......... 10/18/96 100 31.65 68.212 31.65 5
Vice President of 10/18/96 1,472 31.65 60.031 31.65 5
Operations 10/18/96 20,000 31.65 52.423 31.65 5
Edward J. Heitzeberg.... 10/18/96 45,000 31.65 80.25 31.65 5
Manager, Memory
Technology &
Former Vice President of
Engineering
Leo B. Jurica........... 10/18/96 100 31.65 68.212 31.65 5
Former Vice President of 10/18/96 981 31.65 60.031 31.65 5
Lehi Operations 10/18/96 25,000 31.65 52.423 31.65 5
Roderic W. Lewis........ 10/18/96 4,050 31.65 38.325 31.65 5
Vice President of Legal 10/18/96 15,950 31.65 32.575 31.65 5
Affairs,
General Counsel &
Corporate Secretary
Tyler A. Lowrey......... 10/18/96 60,000 31.65 80.25 31.65 5
Former Vice Chairman &
Chief Operations
Officer
Norman L. Schlachter.... 10/18/96 6,000 31.65 68.212 31.65 5
Treasurer
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
NUMBER LENGTH OF
OF SHARES ORIGINAL
UNDERLYING OPTION TERM
OPTIONS/SARS MARKET PRICE EXERCISE REMAINING AT
REPRICED OF STOCK AT PRICE AT NEW DATE OF
DATE OF OR TIME OF TIME OF EXERCISE REPRICING
NAME/TITLE REPRICING AMENDED REPRICING REPRICING PRICE (1)
---------- --------- ------------ ------------ --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Nancy M. Self........... 10/18/96 20,000 $31.65 $80.25 $31.65 5
Vice President of
Administration
Steven L. Stout......... 10/18/96 100 31.65 68.212 31.65 5
Vice President of 10/18/96 1,472 31.65 60.031 31.65 5
Facilities 10/18/96 20,000 31.65 52.423 31.65 5
Wilbur G. Stover, Jr.... 10/18/96 50,000 31.65 80.25 31.65 5
Vice President of
Finance & CFO
Thomas T. Trent......... 10/18/96 15,000 31.65 80.25 31.65 5
Former Vice President,
Computer Aided Design
</TABLE>
COMPENSATION OF DIRECTORS
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 a director fee of $4,000 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.
In June 1997 the Board of Directors amended the Company's 1994 Stock Option
Plan (the "1994 Plan") to allow directors to participate in the 1994 Plan and
approved a program whereby non-employee directors are granted (i) an initial
option to purchase 10,000 shares upon the later to occur of the date of their
appointment to the Board or June 30, 1997, the date of the resolutions
approving the program, and (ii) an annual subsequent option to purchase 3,000
shares of the Company's Common Stock. The options granted to the non-employee
directors are fully vested on the date of grant and have an exercise price
equal to the fair market value at the date of grant. As of September 29, 1997,
each of Messrs. Bagley, Hess, Lothrop, Nicholson, Don Simplot, John Simplot and
Smith had options outstanding to purchase 13,000 shares at a weighted average
exercise price of $39.919 per share.
Mr. Lothrop has entered into agreements with the Company pursuant to which
his receipt of director fees is deferred until the first business day of the
calendar year in which he no longer serves 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 practicable following the death of the director
or former director. All amounts deferred are recorded as a liability in 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.
Mr. Smith had similar agreements with the Company which were terminated in
September 1996.
TERMINATION OF EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENT
Severance Agreements
The Company has entered into Severance Agreements with each of the Named
Executive Officers and certain other officers of the Company relating to
termination and compensation upon termination. The Severance
14
<PAGE>
Agreements allow either the Company or the officer to terminate the officer's
active employment with the Company or the officer's status as an officer of
the Company, for any reason, voluntary or involuntary, with or without cause,
by providing notice to that effect in writing to the other party. The
Severance Agreements generally provide a six month "Transition Period" which
begins upon termination of the officer's active employment with the Company or
status as an officer of the Company. Mr. Lowrey's Severance Agreement provides
for a two year Transition Period, which began on September 30, 1996. During
the Transition Period, the officer is entitled to receive all benefits
customarily provided to such officer while employed including, but not limited
to, salary, bonuses, executive bonuses, benefits and continued vesting of any
granted stock options. "Customarily provided" refers to the Company's
practices and plans with respect to the officer's benefits and compensation in
effect as of the date of the officer's date of termination of active
employment or status as an officer ("Termination Date"). However, such
terminated officers are not entitled to any new grants of interest in future
executive bonus pools, any new grants of stock options, and payment of any
compensation that would be deferred past the Transition Period due to payment
criteria of an incentive program, as those criteria existed as of the
Termination Date. See the subheading "Amendments to Severance Agreements"
under the "REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION" for a description of amendments made to the
Severance Agreements during fiscal 1997. Although Mr. Heitzeberg resigned as
an executive officer of the Company on January 27, 1997, pursuant to an
amendment to his Severance Agreement Mr. Heitzeberg's Transition Period did
not begin upon his resignation. Mr. Heitzeberg currently has in place a
Severance Agreement providing for a six month Transition Period.
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
SECURITIES 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 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 1997, 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.
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
15
<PAGE>
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 executive officer's position 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 executive 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 Company's profits at the end of the fiscal year.
Bonuses are paid over a five year period. For fiscal 1993, 1994 and 1995
bonuses, profits were determined on a consolidated basis. For fiscal 1996 and
1997 bonuses, profits were determined on an unconsolidated basis (excluding
the results of operations of Micron Electronics, Inc., Micron Quantum Devices,
Inc. and Micron Communications, Inc.). Performance bonus percentages are
established according to a subjective analysis of each executive officer's
contribution to the Company 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 profits (determined on an unconsolidated basis) 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 incentive to the executive officers and employees of the
Company 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 1994 Stock Option Plan,
Nonstatutory Stock Option Plan and 1997 Nonstatutory Stock Option Plan
(collectively, 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.
On September 30, 1996, the Compensation Committee and the Board of Directors
approved an option exchange program pursuant to which employees with options
having an exercise price in excess of $30.00 per share under the Stock Plans
were entitled to elect to exchange such options for nonstatutory stock options
having (i) an exercise price of $31.65, the average closing price of the
Company's Common Stock for the five business days preceding October 18, 1996,
and (ii) generally the same terms and conditions, including vesting and
expiration terms, as the options surrendered; provided, however, that the new
nonstatutory options could not be exercised prior to January 18, 1997. The
option exchange program was an acknowledgment by the Board of the importance
to the Company of its employees and the importance to the employees of stock
options. In approving the option exchange program, the Board considered the
competitive environment for obtaining and retaining employees and the overall
benefit to the shareholders of a highly motivated workforce. Options to
purchase 3,649,309 shares of Common Stock were exchanged pursuant to the
program.
16
<PAGE>
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 500 that
are not used are paid in cash. Executive officer participation in various
clubs, organizations and associations may also be funded by the Company.
Amendments to Severance Agreements
During fiscal 1997 the Committee approved amendments to the Severance
Agreements in place between the Company and its executive officers (the
"Severance Agreements"). The Severance Agreements were amended to reduce the
duration of the "Transition Period" provided for in such agreements from two
years to six months. The "Transition Period" is the period during which the
former officer is entitled to continue receiving the benefits provided to the
Company's executive officers, including but not limited to salary, bonuses,
executive bonuses and continued vesting of stock options. In connection with
the amendment of the Severance Agreements, the executive officers also entered
into Agreements Not to Compete with the Company. The Agreements Not to Compete
prohibit the executive officers from competing with the Company for a period
of two years after the termination of the officers' active employment with the
Company. In deciding to amend the Severance Agreements, the Committee
considered the effects of the two year Transition Period on executive
performance and incentives to maintain active employment with the Company. In
addition, it was determined that it would be in the shareholders' best
interests to enter into the Agreements Not to Compete to protect Company trade
secrets and intellectual property.
In consideration of the executive officer's acceptance of the reduced six
month Transition Period and the Agreements Not to Compete, the Company paid
each executive officer a "Benefit Amount" and accelerated the vesting of
certain stock options held by the executive officers. The Benefit Amount was
equal to the sum of (i) any unpaid amounts attributable to fiscal years of the
Company that ended prior to November 25, 1996, that would be payable to the
executive officer under the terms of the Company's Executive Bonus Plan (the
"Bonus Plan") in 1999 and 2000, assuming the executive officer remained
employed by the Company through such dates, and (ii) 1 1/2 times the executive
officer's base salary. One half of the Benefit Amount, less applicable
withholding taxes, was paid in cash and the consideration for the other half
was stock options. The amount of stock options for each executive officer was
determined by dividing one-half of the officer's Benefit Amount by the "Option
Price Discount." The Option Price Discount was an amount equal to 75% of the
average closing price of the Company's Common Stock for the five day period
ending November 25, 1996. The exercise price attributed to the stock options
granted was 25% of the average closing price of the Company's Common Stock for
the five day period ending November 25, 1996. The Benefit Amount was paid in
complete satisfaction of the executive officer's rights to any payments in
1999 or 2000 under the Bonus Plan attributable to fiscal years of the Company
that ended prior to November 25, 1996 and the officer has no further rights to
such amounts. In addition, the vesting of stock options held by the officers
immediately prior to November 25, 1996 which would vest and become exercisable
at any time during calendar years 1997 and 1998, assuming the officers'
continued employment, was accelerated (the "Accelerated Options"). Such
Accelerated Options became fully vested and exercisable on November 25, 1996.
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 which subject
the payment or realization of benefits under 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
year period, subject to the following conditions: (i) the Company is
profitable in the year
17
<PAGE>
of payment; (ii) the individual remains employed by the Company or a
subsidiary of the Company; (iii) the Committee's certification that the
executive officer's goals were achieved; and (iv) the Board of Directors
approves the payment of the annual installment. Likewise, stock options
granted to executive officers typically have a term of six years and vest
twenty percent (20%) each year for a period of five years from the date of
grant.
CEO COMPENSATION
On July 28, 1997, Steven R. Appleton's annual base salary was raised from
$550,000 to $650,000 based primarily on Mr. Appleton's overall performance and
the Company's performance during the prior fiscal year, Mr. Appleton's
anticipated performance for fiscal 1998 and the Committee's assessment of the
compensation practices of other semiconductor manufacturing companies. Mr.
Appleton's cash bonus payments in fiscal 1997 were attributable to the receipt
of annual installments of Company performance bonuses for fiscal years 1993,
1994, 1995, 1996 and 1997 and the accelerated bonus payments made in
connection with the amended Severance Agreements and Agreements Not to
Compete. See the description of "Company Performance Bonuses," "Amendments to
Severance Agreements" and "Payment/Exercise Restrictions" in this Report.
During fiscal 1997, Mr. Appleton was granted options to purchase a total of
235,069 shares of the Company's Common Stock. Of these, options to purchase
60,000 shares were granted as a result of the option exchange program (see
"Equity Compensation" in this Report); options to purchase 60,000 shares were
granted as part of an incentive compensation program for fiscal 1997 (the
"Fiscal 1997 Options"); options to purchase 45,069 shares were granted in
connection with the amended Severance Agreements (see "Amendments to Severance
Agreements" in this Report); and options to purchase the remaining 70,000
shares were granted on August 25, 1997 as part of an incentive compensation
program for fiscal 1998 (the "Fiscal 1998 Options"). The Company granted stock
options to other executive officers pursuant to the same programs. The
Compensation Committee did not have a plan pursuant to which a predetermined
number of the Fiscal 1997 Options or the Fiscal 1998 Options were allocated to
Mr. Appleton. The actual number of the Fiscal 1997 Options and the Fiscal 1998
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, his expected
contributions to the future success of the Company and industry practices.
Compensation Committee of the Board of
Directors
Robert A. Lothrop
Thomas T. Nicholson
John R. Simplot
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1997, no members of the Compensation Committee were officers
or employees of the Company or any of its subsidiaries.
18
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates a five-year comparison of cumulative total
returns for the Company's Common Stock, the S&P 500 Composite Index, and the
S&P Electronics (Semiconductors) Index from August 31, 1992, through August
31, 1997. 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.
LOGO
[PERFORMANCE GRAPH APPEARS HERE]
The Company operates on a 52/53 week fiscal year which ends on the Thursday
closest to August 31. Accordingly, the 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, 1992, 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
---------------------------------
1992 1993 1994 1995 1996 1997
---- ---- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Micron Technology, Inc........................ $100 $351 $664 $2,548 $757 $1,480
S&P Electronics (Semiconductors) Index........ 100 224 238 423 323 736
S&P 500 Composite Index....................... 100 115 122 148 175 246
</TABLE>
19
<PAGE>
2. AMENDMENT TO THE COMPANY'S 1994 STOCK OPTION PLAN
The 1994 Stock Option Plan (the "1994 Plan"), as currently in effect,
reserves 7,000,000 shares of the Company's Common Stock for issuance
thereunder. On September 29, 1997, the Board of Directors authorized an
amendment to the 1994 Plan, subject to shareholder approval, to increase the
number of shares available for grant under the 1994 Plan to 32,000,000. The
purpose of the amendment is to provide the Company with an additional
25,000,000 shares of Common Stock that can be awarded or granted to officers,
employees and consultants of the Company in future years until the expiration
of the 1994 Plan in 2004. All such awards or grants under the 1994 Plan will
be made only upon approval by the Compensation Committee or the Board of
Directors.
The 1994 Plan was approved by shareholders at the 1994 Annual Meeting. At
the 1995 Annual Meeting, shareholders approved an amendment to the 1994 Plan
to increase the number of shares reserved for issuance thereunder by 5,000,000
shares. The following summary of the material features of the 1994 Plan is
qualified in its entirety by reference to the 1994 Plan. A copy of the 1994
Plan is attached hereto as Appendix A.
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 the Company's Common Stock reserved under the
1994 Plan to accomplish the 1994 Plan's objectives of attracting and retaining
the best available personnel, providing additional incentives to employees and
consultants and promoting the success of the Company's business. As of August
28, 1997, options to purchase 157,849 shares were available for grant under
the 1994 Plan. Assuming approval of the proposed amendment, the 32,000,000
shares reserved for issuance under the 1994 Plan will represent approximately
15% of the Company's Common Stock outstanding as of August 28, 1997.
ADMINISTRATION
The 1994 Plan is administered by either (i) the Board of Directors, if the
Board may administer the 1994 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
directors, 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 directors, officers,
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 upon by the Optionee and the Committee).
In June 1997 the Board of Directors amended the 1994 Plan to allow directors
to participate in the 1994 Plan and approved a program whereby non-employee
directors are granted (i) an initial option to purchase 10,000 shares upon the
later to occur of the date of their appointment to the Board or June 30, 1997,
the date of the resolutions approving the program, and (ii) an annual
subsequent option to purchase 3,000 shares of the Company's Common Stock. The
options granted to the non-employee directors are fully vested on the date of
grant and have an exercise price equal to the fair market value at the date of
grant.
20
<PAGE>
ELIGIBLE PARTICIPANTS
Employees, officers and consultants, including directors and advisors, of
the Company are eligible to participate in, and to receive options under, the
1994 Plan. As of August 28, 1997, options to purchase 6,641,745 shares of
Common Stock were outstanding under the 1994 Plan and 200,406 shares of Common
Stock had been issued upon exercise of options. 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 and directors who are not also employees 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 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 October
10, 1997, the fair market value of a share of the Company's Common Stock was
$36.05. 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 generally provides
for an option term of six (6) years with the shares vesting over a five (5)
year period in increments of twenty percent (20%) per year.
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 32,000,000 shares
of the Company's 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 outstanding shares of the Company's 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.
21
<PAGE>
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.
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 included in the calculation of the Optionee's
alternative minimum tax liability, if any. 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 upon 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 tax deduction for this gain.
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 set forth in the 1994 Plan and approved by
shareholders are applied to stock options granted to executive officers.
22
<PAGE>
PLAN BENEFITS
Because options under the 1994 Plan are granted at 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. In January 1996 shareholders approved increasing the number of shares
reserved for issuance under the 1994 Plan to 7,000,000 shares. The proposed
amendment will increase the number of authorized shares of Common Stock
reserved for issuance by an additional 25,000,000 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
32,000,000 Shares."
The affirmative vote of a majority of the Votes Cast will be required to
approve the amendment to the 1994 Plan.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL OF THE AMENDMENT.
3. 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 September 3, 1998. Coopers & Lybrand L.L.P. has been
the Company's independent accountants since fiscal 1985. In the event of a
negative vote on the ratification of Coopers & Lybrand L.L.P., the Board of
Directors will reconsider its decision to appoint Coopers & Lybrand L.L.P. as
the Company's independent accountants. Representatives of Coopers & Lybrand
L.L.P. are expected to be present at the Annual 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.
4. OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual 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: October 20, 1997
23
<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 also include Directors who
are not Employees of the Company.
(j) "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship with the Company, any Parent, or
Subsidiary, is not interrupted or terminated. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. A leave of absence approved by the Company
shall include sick leave, military leave, or any other personal leave
approved by an authorized representative of the Company. For purposes of
Incentive Stock Options, no such leave may exceed 90 days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 91st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.
(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.
A-1
<PAGE>
(m) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall
be sufficient to constitute "employment" by the Company.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(o) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange,
including without limitation the New York Stock Exchange ("NYSE"), or a
national market system, the Fair Market Value of a Share of Common
Stock shall be the average closing price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system
(or the exchange with the greatest volume of trading in Common Stock)
for the five business days preceding the day of determination, as
reported in the The Wall Street Journal or such other source as the
Administrator deems reliable;
(ii) If the Common Stock is quoted on the over-the-counter market or
is regularly quoted by a recognized securities dealer, but selling
prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for
the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Administrator.
(p) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
(q) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.
(r) "Notice of Grant" means a written notice evidencing certain terms and
conditions of an individual Option grant. The Notice of Grant is subject to
the terms and conditions of the Option Agreement.
(s) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(t) "Option" means a stock option granted pursuant to the Plan.
(u) "Option Agreement" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(v) "Option Exchange Program" means a program whereby outstanding options
are surrendered in exchange for options with a lower exercise price.
(w) "Optioned Stock" means the Common Stock subject to an Option.
(x) "Optionee" means an Employee or Consultant who holds an outstanding
Option.
(y) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(z) "Plan" means this 1994 Option Plan.
(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect
to the Plan.
(bb) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 12 of the Plan.
(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
A-2
<PAGE>
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.
(ii) Administration With Respect to Directors and Officers Subject to
Section 16(b). With respect to Option grants made to Employees who are
also Officers or Directors subject to Section 16(b) of the Exchange
Act, the Plan shall be administered by (A) the Board, if the Board may
administer the Plan in compliance with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3, or (B) a
committee designated by the Board to administer the Plan, which
committee shall be constituted to comply with the rules governing a
plan intended to qualify as a discretionary plan under Rule 16b-3. Once
appointed, such committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of the
Committee and thereafter directly administer the Plan, all to the
extent permitted by the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3.
(iii) Administration With Respect to Other Persons. With respect to
Option grants made to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered
by (A) the Board or (B) a committee designated by the Board, which
committee shall be constituted to satisfy Applicable Laws. Once
appointed, such Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove all
members of the Committee and thereafter directly administer the Plan,
all to the extent permitted by Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by
the Board to such Committee, the Administrator shall have the authority, in
its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(o) of the Plan;
(ii) to select the Consultants and Employees to whom Options may be
granted hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to determine the number of shares of Common Stock to be covered
by each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
- --------
* If the amendment to the 1994 Plan is approved by shareholders, this number
will be changed to 32,000,000.
A-3
<PAGE>
(vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or
the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;
(vii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was
granted;
(viii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;
(ix) to prescribe, amend, and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;
(x) to modify or amend each Option (subject to Section 14(c) of the
Plan), including the discretionary authority to extend the post-
termination exercisability period of Options longer than is otherwise
provided for in the Plan;
(xi) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted
by the Administrator;
(xii) to institute and Option Exchange Program; and
(xiii) to make all other determinations deemed necessary or advisable
for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's decisions,
determinations, and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. Eligibility. Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option
may be granted additional Options.
6. Limitations.
(a) Each Option shall be designated in the Notice of Grant as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair
Market Value:
(i) of Shares subject to an Optionee's Incentive Stock Options
granted by the Company or any Parent or Subsidiary, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), Incentive Stock Options
shall be taken into account in the order in which they were granted,
and the Fair Market Value of the Shares shall be determined as of the
time of grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee's employment or consulting
relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any 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.
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(ii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described
in Section 12.
(iii) If an Option is canceled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction
described in Section 12), the canceled Option will be counted against
the limit set forth in Section 6(c)(i). For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated
as a cancellation of the Option and the grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the Plan shall become
effective upon the earlier to occur of its adoption by the Board or its
approval by the shareholders of the Company as described in Section 18 of the
Plan. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.
8. Term of Option. The term of each Option shall be stated in the Notice of
Grant; provided, however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as
may be provided in the Notice of Grant. Moreover, in the case of an Incentive
Stock Option granted to an Optionee who, at the time Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Notice of Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or
Parent or Subsidiary, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of grant.
(B) granted to any Employee other than an Employee described in
paragraph (A) immediately above, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date
of grant.
(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.
(b) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before
the Option may be exercised. In doing so, the Administrator may specify
that an Option may not be exercised until the completion of a service
period.
(c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the
time of grant. Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than
six months on the date of surrender, and (B) have a Fair Market
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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.
(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
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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 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
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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 sale of assets, the option or right confers the right to purchase, for
each Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders
of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the
successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
(d) Change in Control. In the event of a Change in Control, the
unexercised portion of the Option shall become immediately exercisable, to
the extent such acceleration does not disqualify the Plan, or cause an
Incentive Stock Option to be treated as a Nonstatutory Stock Option without
the consent of the Optionee.
13. Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter,
suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain shareholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule, or regulation, including the
requirements of any exchange or quotation system on which the Common Stock
is listed or quoted). Such shareholder approval, if required, shall be
obtained in such a manner and to such a degree as is required by the
applicable law, rule, or regulation.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension, or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the
Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable
Laws, and the requirements of any stock
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exchange or quotation system upon which the Shares may then be listed or
quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Liability of Company.
(a) Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
(b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an
Option exceeds, as of the date of grant, the number of Shares which may be
issued under the Plan without additional shareholder approval, such Option
shall be void with respect to such excess Optioned Stock, unless
shareholder approval of an amendment sufficiently increasing the number of
shares subject to the Plan is timely obtained in accordance with Section
14(b) of the Plan.
17. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
18. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before
or after the date the Plan is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under applicable federal and
Delaware law.
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[MAP APPEARS HERE]
<PAGE>
This Proxy is solicited on behalf of the Board of Directors
MICRON TECHNOLOGY, INC.
1997 ANNUAL MEETING OF SHAREHOLDERS
November 25, 1997
The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 1997 Annual Meeting
of Shareholders and Proxy Statement, each dated October 20, 1997, 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 1997 Annual
Meeting of Shareholders of Micron Technology, Inc., to be held November 25,
1997, at 9:00 a.m., Mountain Standard Time, at the BANK OF AMERICA CENTRE,
245 S. Capitol Boulevard, 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 on the reverse side.
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 AND 3. 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.
(to be signed on reverse side)
1. ELECTION OF DIRECTORS [_] FOR nominees listed below
(except as indicated)
[_] WITHHOLD authority to vote 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; James W. Bagley; Jerry M. Hess; Robert A. Lothrop; Thomas T.
Nicholson; Don J. Simplot; John R. Simplot; Gordon C. Smith.
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE 1994 STOCK OPTION PLAN TO INCREASE
THE SHARES RESERVED FOR ISSUANCE THEREUNDER TO 32,000.00.
[_] FOR [_]AGAINST [_] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND LLP. AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR FISCAL 1998.
[_] 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.
Dated , 1997
--------------------------
--------------------------------------
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.)
