<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1998
Registration no. 333-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1618004
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 South Federal Way
Boise, Idaho 83716-9632
(Address of Principal Executive Offices) (Zip Code)
------------
1998 Nonstatutory Stock Option Plan
Rendition, Inc. 1994 Equity Incentive Plan
------------
(Full title of the plans)
Steven R. Appleton
Chairman of the Board, Chief Executive Officer and President
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83706-9632
(Name and address of agent for service)
208-368-4000
(Telephone number, including area code, of agent for service)
------------
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(2) price(2) fee(2)
- ----------------------------------------------------------------------------
Common Stock
$.10 par value
per Share 1,406,605 (1) $26.876 $37,803,916 $11,152
============================================================================
(1) The number of shares to be registered consists of 875,000 shares under the
1998 Nonstatutory Stock Option Plan and 531,605 shares under the Rendition,
Inc. 1994 Equity Incentive Plan.
(2) Estimated in accordance with Rules 457(c) and 457(h) of Regulation C solely
for the purpose of calculating the registration fee on the basis of $26.876
per share, average of the high and low price of the Registrant's Common
Stock as reported on the New York Stock Exchange on October 7, 1998.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Company's latest Annual Report on Form 10-K for the year ended
August 28, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") (File No. 1-10658).
(b) The Company's latest Quarterly Report on Form 10-Q for the quarter
ended May 28, 1998, filed pursuant to Section 13(a) of the 1934 Act (File No. 1-
10658).
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed November 9, 1990 pursuant to
Section 12(b) of the 1934 Act (File No. 1-10658), including any amendment or
report filed with the Securities and Exchange Commission for the purpose of
updating such description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors or stockholders to grant,
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act") and for liabilities arising from other state
and federal causes of action. Section 11 of the Company's Certificate of
Incorporation and Article VII of the Company's Bylaws provide for the mandatory
indemnification of its officers, directors, employees and agents to the extent
permitted by Delaware General Corporation Law. The
<PAGE>
Company has entered into agreements with its officers, directors and certain key
employees implementing such indemnification.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number
------
4.1 1998 Nonstatutory Stock Option Plan.
4.2 Rendition, Inc. 1994 Equity Incentive Plan.
4.3 Sample Stock Option Assumption Letter for Rendition, Inc. 1994 Equity
Incentive Plan.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on this 30th day of September,
1998.
MICRON TECHNOLOGY, INC.
/s/ Wilbur G. Stover, Jr.
-------------------------
By: Wilbur G. Stover, Jr.
Vice President of Finance,
and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven R. Appleton and Wilbur G. Stover,
Jr., jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steven R. Appleton Chairman of the Board, Chief September 30, 1998
- --------------------------- Executive Officer and President
Steven R. Appleton (Principal Executive Officer)
/s/ Wilbur G. Stover, Jr. Vice President of Finance and September 30, 1998
- --------------------------- Chief Financial Officer (Principal
Wilbur G. Stover, Jr. Financial and Accounting Officer)
/s/ James W. Bagley Director September 30, 1998
- ---------------------------
James W. Bagley
Director
- ---------------------------
Jerry M. Hess
/s/ Robert A. Lothrop Director September 30, 1998
- ---------------------------
Robert A. Lothrop
/s/ Thomas T. Nicholson Director September 30, 1998
- ---------------------------
Thomas T. Nicholson
/s/ Don J. Simplot Director September 30, 1998
- ---------------------------
Don J. Simplot
/s/ John R. Simplot Director September 30, 1998
- ---------------------------
John R. Simplot
/s/ Gordon C. Smith Director September 30, 1998
- ---------------------------
Gordon C. Smith
/s/ William P. Weber Director September 30, 1998
- ---------------------------
William P. Weber
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 1998 Nonstatutory Stock Option Plan.
4.2 Rendition, Inc. 1994 Equity Incentive Plan.
4.3 Sample Stock Option Assumption Letter for Rendition, Inc. 1994 Equity
Incentive Plan.
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
EXHIBIT 4.1
MICRON TECHNOLOGY, INC.
1998 NONSTATUTORY STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this 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.
Nonstatutory stock options may be granted under the Plan.
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 and the issuance of stock and stock options
under federal and state securities laws, Delaware corporate law, the Code, and
the applicable laws of any foreign country or jurisdiction where options will be
or are being granted under the Plan.
(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, subsidiary or affiliate to render services. The term
"Consultant" shall not include any person who is also an Officer or Director of
the Company.
<PAGE>
(j) "Continuous Status as an Employee or Consultant" means that the
----------------------------------------------
employment or consulting relationship with the Company, any parent, subsidiary,
or affiliate, 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, (ii) transfers between locations
of the Company or between the Company, its Parent, any Subsidiary, or any
successor or (iii) change in status from either an Employee to a Consultant or a
Consultant to an Employee. 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.
(k) "Director" means a member of the Board.
--------
(l) "Disability" means total and permanent disability as defined in
----------
Section 22(e)(3) of the Code.
(m) "Employee" means any person, except Officers and Directors, employed
--------
by the Company or any parent, subsidiary or affiliate of the Company.
(n) "Fair Market Value" means, as of any date, the average closing price
-----------------
for the Company's Common Stock (or the closing bid, if no sales were reported)
as quoted on any established stock exchange, including without limitation the
New York Stock Exchange ("NYSE"), or a national market system (or the exchange
with the greatest volume of trading in Common Stock) for the five business days
preceding the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable.
(o) "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.
(p) "Officer" means a person who is an officer of the Company within the
-------
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
(q) "Option" means a nonstatutory stock option granted pursuant to the
------
Plan. Such option is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.
(r) "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.
(s) "Option Exchange Program" means a program whereby outstanding options
-----------------------
are surrendered in exchange for options with a lower exercise price.
(t) "Optioned Stock" means the Common Stock subject to an Option.
--------------
<PAGE>
(u) "Optionee" means an Employee or Consultant who holds an outstanding
--------
Option.
(v) "Plan" means this Nonstatutory Stock Option Plan.
----
(w) "Share" means a share of the Common Stock, as adjusted in accordance
-----
with Section 12 of the Plan.
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 875,000. 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).
4. Administration of the Plan.
--------------------------
(a) Procedure. 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;
(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;
<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(b) of
the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;
(xi) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator;
(xii) to institute an Option Exchange Program;
(xiii) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option that number of Shares having a Fair Market Value equal to the
amount required to be withheld; and
(xiv) 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. Options may be granted to Employees and Consultants.
-----------
6. Limitations. 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.
<PAGE>
7. Term of Plan. The Plan shall become effective upon its adoption by the
------------
Board. It shall continue in effect until terminated under Section 14 of the
Plan.
8. Term of Option. The term of each Option shall be stated 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.
(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 either the completion of a service period or the achievement
of performance criteria with respect to the Company or the Optionee.
(c) Form of Consideration. The Administrator shall determine the
---------------------
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six months
on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;
(v) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;
(vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;
(vii) any combination of the foregoing methods of payment; or
<PAGE>
(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 Shares
are 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 Shares, 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. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an Optionee's Continuous
----------------------
Status as an Employee or Consultant terminates as a result of the Optionee's
Disability, the Optionee may exercise his or her Option at any time within
twelve (12) months from the date of such
<PAGE>
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) 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. Unless otherwise specified by the
------------------------------
Administrator in the Option Agreement, 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
<PAGE>
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the consummation of
such proposed action. The Board may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a date fixed by
the Board and give each Optionee the right to exercise his or her Option as to
all or any part of the Optioned stock, including Shares as to which the Option
would not otherwise be exercisable.
(c) Merger or Asset Sale. In the event of a merger of the Company with
--------------------
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option may be assumed or an equivalent option or
right may be substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation. In the event that the successor corporation
refuses to assume or substitute the Option, the Optionee shall fully vest in and
have the right to exercise the Option as to all of the Optioned Stock. If an
Option becomes fully vested and 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.
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.
<PAGE>
14. Amendment and Termination of the Plan.
-------------------------------------
(a) Amendment and Termination. The Board may at any time amend, alter,
-------------------------
suspend, or terminate the Plan.
(b) 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 Applicable Laws and the
requirements of any stock exchange or quotation system upon which the Shares may
then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
--------------------------
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
16. Liability of Company. 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.
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.
<PAGE>
EXHIBIT 4.2
RENDITION, INC.
1994 EQUITY INCENTIVE PLAN
--------------------------
As Amended through February 10, 1998
1. PURPOSE. The purpose of the Plan is to provide incentives to
-------
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company's future performance through awards of Options and Restricted Stock.
Capitalized terms not defined in the text are defined in Section 21. The Plan
is intended to be a written compensatory benefit plan within the meaning of Rule
701 promulgated under the Securities Act.
2. SHARES SUBJECT TO THE PLAN.
--------------------------
2.1 Number of Shares Available. Subject to Sections 2.2 and
--------------------------
17, the total number of Shares reserved and available for grant and issuance
pursuant to the Plan shall be 4,926,500 Shares or such lesser number of Shares
as permitted under Section 260.140.45 of Title 10 of the California Code of
Regulations. Subject to Sections 2.2 and 17, Shares shall again be available for
grant and issuance in connection with future Awards under the Plan that: (a) are
subject to issuance upon exercise of an Option but cease to be subject to such
Option for any reason other than exercise of such Option, or (b) are subject to
an Award that otherwise terminates without Shares being issued.
2.2 Adjustment of Shares. In the event that the number of
--------------------
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under the Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards shall be
proportionately adjusted, subject to any required action by the Board or the
shareholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share shall not be issued but shall
- -----------------
either be paid in cash at Fair Market Value or shall be rounded up to the
nearest Share, as determined by the Committee.
2.3 Integration with Prior Stock Incentive Plan. At the time
-------------------------------------------
of the adoption of the Plan, the Company has outstanding nonqualified stock
option grants (the "Prior Options") to three individuals totaling 136,000 shares
of the Common Stock of the Company's wholly-owned subsidiary (the "Subsidiary")
made pursuant to the Subsidiary's 1993 Stock Incentive Plan. All Prior Options
are hereby assumed as, and shall constitute, NQSOs under the Plan, and one share
of the Company's Common Stock shall be issuable in lieu of each share of the
Subsidiary's Common Stock issuable upon exercise of the Prior Options. All such
shares of the
<PAGE>
Company's Common Stock issuable upon the exercise of the Prior Options will be
Shares under the Plan.
3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted
-----------
only to employees (including officers and directors who are also employees) of
the Company or of a Parent or Subsidiary of the Company. All other Awards may
be granted to employees, officers, directors, consultants and advisors of the
Company or any Parent, Subsidiary or Affiliate of the Company; provided such
--------
consultants and advisors render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction. A person may be
granted more than one Award under the Plan.
4. ADMINISTRATION.
--------------
4.1 Committee Authority. The Plan shall be administered by the
-------------------
Committee or the Board acting as the Committee. Subject to the general
purposes, terms and conditions of the Plan, and to the direction of the Board,
the Committee shall have full power to implement and carry out the Plan. The
Committee shall have the authority to:
(a) construe and interpret the Plan, any Award Agreement and any
other agreement or document executed pursuant to the Plan;
(b) prescribe, amend and rescind rules and regulations relating
to the Plan;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration
subject to Awards;
(f) determine whether Awards will be granted singly, in
combination, in tandem with, in replacement of, or as
alternatives to, other Awards under the Plan or any other
incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting, exercisability and payment of Awards;
(i) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any Award Agreement;
(j) determine whether an Award has been earned; and
(k) make all other determinations necessary or advisable for the
administration of the Plan.
<PAGE>
4.2 Committee Discretion. Any determination made by the
--------------------
Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
the Plan or Award, at any later time, and such determination shall be final and
binding on the Company and all persons having an interest in any Award under the
Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under the Plan.
5. OPTIONS. The Committee may grant Options to eligible persons and
-------
shall determine whether such Options shall be incentive stock options within the
meaning of the Code ("ISOs") or nonqualified stock options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:
5.1 Form of Option Grant. Each Option granted under the Plan
--------------------
shall be evidenced by an Award Agreement which shall expressly identify the
Option as an ISO or NQSO ("Stock Option Agreement"), and be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee shall from time to time approve, and which shall comply with and be
subject to the terms and conditions of the Plan.
5.2 Date of Grant. The date of grant of an Option shall be the
-------------
date on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
the Plan will be delivered to the Participant within a reasonable time after the
granting of the Option.
5.3 Exercise Period. Options shall be exercisable within the
---------------
times or upon the events determined by the Committee as set forth in the Stock
Option Agreement; provided, however, that no Option shall be exercisable after
-------- -------
the expiration of ten (10) years from the date the Option is granted, and
provided further that no Option granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the
Company ("Ten Percent Shareholder") shall be exercisable after the expiration of
five (5) years from the date the Option is granted. The Committee also may
provide for the Options to become exercisable at one time or from time to time,
periodically or otherwise, in such number or percentage of the Shares as the
Committee determines. Options which provide for the attainment of certain
performance goals or criteria set forth in the Stock Option Agreement as a
condition to the exercisability of all or a portion of the shares granted
thereunder shall only be granted to officers, directors or consultants of the
Company. Subject to earlier termination of the Option as provided herein, each
Participant who is not an officer, director or consultant of the Company or any
Parent, Subsidiary or Affiliate of the Company shall have the right to exercise
an Option granted to such Participant hereunder at the rate of at least twenty
percent (20%) per year over five (5) years from the date such Option is granted.
5.4 Exercise Price. The Exercise Price shall be determined by
--------------
the Committee when the Option is granted and may be not less than 85% of the
Fair Market Value of
<PAGE>
the Shares on the date of grant; provided that (i) the Exercise Price of an ISO
shall be not less than 100% of the Fair Market Value of the Shares on the date
of grant and (ii) the Exercise Price of any Option granted to a Ten Percent
Shareholder shall not be less than 110% of the Fair Market Value of the Shares
on the date of grant. Payment for the Shares purchased may be made in accordance
with Section 7 of the Plan.
5.5 Method of Exercise. Options may be exercised only by
------------------
delivery to the Company of a written stock option exercise agreement (the
"Exercise Agreement") in a form approved by the Committee (which need not be the
same for each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations and
agreements regarding Participant's investment intent and access to information
and other matters, if any, as may be required or desirable by the Company to
comply with applicable securities laws, together with payment in full of the
Exercise Price for the number of Shares being purchased.
5.6 Termination. Notwithstanding the exercise periods set
-----------
forth in the Stock Option Agreement, exercise of an Option shall always be
subject to the following:
(a) If the Participant is Terminated for any reason except death
or Disability, then Participant may exercise such
Participant's Options only to the extent that such Options
would have been exercisable upon the Termination Date no
later than three (3) months after the Termination Date (or
within such shorter time period not less than thirty (30)
days after the Termination Date or such longer time period
not exceeding five (5) years after the Termination Date as
may be determined by the Committee with any exercise after
three (3) months after the Termination Date deemed to be an
NQSO), but in any event, no later than the expiration date of
the Options.
(b) If the Participant is terminated because of death or
Disability (or the Participant dies within three (3) months
after Participant's Termination other than because of
Participant's Disability), then Participant's Options may be
exercised only to the extent that such Options would have
been exercisable by Participant on the Termination Date and
must be exercised by Participant (or Participant's legal
representative or authorized assignee) no later than twelve
(12) months after the Termination Date (or within such
shorter time period not less than six (6) months after the
Termination Date or such longer time period not exceeding
five (5) years after the Termination Date, as may be
determined by the Committee, with any exercise (a) three (3)
months after the Termination Date when the Termination is for
any reason other than the Participant's death or disability,
within the meaning of Code Section 22(e)(3), or (b) twelve
(12) months after the Termination Date when the Termination
is because of Participant's disability, within the meaning of
Code Section 22(e)(3), deemed to be an NQSO), but in any
event no later than the expiration date of the Options.
<PAGE>
5.7 Limitations on Exercise. The Committee may specify a
-----------------------
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.
5.8 Limitations on ISOs. The aggregate Fair Market Value
-------------------
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
the Plan or under any other incentive stock option plan of the Company or any
Parent or Subsidiary of the Company) shall not exceed $100,000. If the Fair
Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds
$100,000, the Options for the first $100,000 worth of Shares to become
exercisable in such calendar year shall be ISOs and the Options for the amount
in excess of $100,000 that become exercisable in that calendar year shall be
NQSOs. In the event that the Code or the regulations promulgated thereunder are
amended after the Effective Date of the Plan to provide for a different limit on
the Fair Market Value of Shares permitted to be subject to ISOs, such different
limit shall be automatically incorporated herein and shall apply to any Options
granted after the effective date of such amendment.
5.9 Modification, Extension or Renewal. The Committee may
----------------------------------
modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that any such action may not, without
the written consent of Participant, impair any of Participant's rights under any
Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
- -----------------
Exercise Price that would be permitted under Section 5.4 of the Plan for Options
granted on the date the action is taken to reduce the Exercise Price.
5.10 No Disqualification. Notwithstanding any other provision
-------------------
in the Plan, no term of the Plan relating to ISOs shall be interpreted, amended
or altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.
6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the
----------------
Company to sell to an eligible person Shares that are subject to restrictions.
The Committee shall determine to whom an offer will be made, the number of
Shares the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares shall be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:
6.1 Form of Restricted Stock Award. All purchases under a
------------------------------
Restricted Stock Award made pursuant to the Plan shall be evidenced by an Award
Agreement ("Restricted Stock Purchase Agreement") that shall be in such form
(which need not be the same for each Participant) as the Committee shall from
time to time approve, and shall comply with and be
<PAGE>
subject to the terms and conditions of the Plan. The offer of Restricted Stock
shall be accepted by the Participant's execution and delivery of the Restricted
Stock Purchase Agreement and full payment for the Shares to the Company within
thirty (30) days from the date the Restricted Stock Purchase Agreement is
delivered to the person. If such person does not execute and deliver the
Restricted Stock Purchase Agreement along with full payment for the Shares to
the Company within thirty (30) days, then the offer shall terminate, unless
otherwise determined by the Committee.
6.2 Purchase Price. The Purchase Price of Shares sold pursuant
--------------
to a Restricted Stock Award shall be determined by the Committee and shall be at
least 85% of the Fair Market Value of the Shares on the date the Restricted
Stock Award is granted or at the time the purchase is consummated, except in the
case of a sale to a Ten Percent Shareholder, in which case the Purchase Price
shall be 100% of the Fair Market Value of the Shares on the date the Restricted
Stock Award is granted or at the time the purchase is consummated. Payment of
the Purchase Price shall be made in accordance with Section 7 of the Plan.
6.3 Restrictions. Restricted Stock Awards shall be subject to
------------
such restrictions not inconsistent with Section 25102(o) of the California
Corporations Code as the Committee may impose. Subject to the provisions set
forth in Section 11 below, the Committee may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions, in
whole or part, based on length of service, performance or such other factors or
criteria as the Committee may determine.
7. PAYMENT FOR SHARE PURCHASES.
---------------------------
7.1 Payment. Payment for Shares purchased pursuant to the Plan
-------
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of Shares that either: (1) have been owned by
Participant for more than six (6) months and have been paid
for within the meaning of SEC Rule 144 (and, if such shares
were purchased from the Company by use of a promissory note,
such note has been fully paid with respect to such Shares);
or (2) were obtained by Participant in the public market;
(c) by tender of a full recourse promissory note having such
terms as may be approved by the Committee and bearing
interest at a rate sufficient to avoid imputation of income
under Sections 483 and 1274 of the Code; provided, however,
-------- -------
that Participants who are not employees of the Company shall
not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other
than the Shares; provided, further, that the portion of the
-------- -------
Purchase Price equal to the par value of the Shares, if any,
must be paid in cash.
<PAGE>
(d) by waiver of compensation due or accrued to Participant for
services rendered;
(e) by tender of property;
(f) with respect only to purchases upon exercise of an Option,
and provided that a public market for the Company's stock
exists:
(1) through a "same day sale" commitment from Participant
and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD Dealer")
whereby the Participant irrevocably elects to exercise
the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price, and whereby the
NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the
Company; or
(2) through a "margin" commitment from Participant and an
NASD Dealer whereby Participant irrevocably elects to
exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount
of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company;
or
(g) by any combination of the foregoing.
7.2 Loan Guarantees. The Committee may help the Participant
---------------
pay for Shares purchased under the Plan by authorizing a guarantee by the
Company of a third-party loan to the Participant.
8. WITHHOLDING TAXES.
-----------------
8.1 Withholding Generally. Whenever Shares are to be issued in
---------------------
satisfaction of Awards granted under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan, payments
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.
8.2 Stock Withholding. When, under applicable tax laws, a
-----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax
<PAGE>
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose shall be made in accordance with the requirements
established by the Committee for such elections and be in writing in a form
acceptable to the Committee.
9. PRIVILEGES OF STOCK OWNERSHIP.
-----------------------------
9.1 Voting and Dividends. No Participant shall have any of the
--------------------
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
shall be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
--------
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company shall be subject to the same restrictions as
the Restricted Stock; provided, further, that the Participant shall have no
-------- -------
right to retain such stock dividends or stock distributions with respect to
Shares that are not "Vested" (as defined in the Award Agreement) which are
repurchased at the Participant's original Purchase Price pursuant to Section 11.
The Company will comply with Section 260.140.1 of Title 10 of the California
Code of Regulations with respect to the voting rights of Common Stock.
9.2 Financial Statements. The Company shall provide financial
--------------------
statements to each Participant prior to such Participant's purchase of Shares
under the Plan, and to each Participant annually during the period such
Participant has Awards outstanding or as otherwise required or permitted under
Section 260.140.46 of Title 10 of the California Code of Regulations. The
Company shall not be required to provide such financial statements to
Participants whose services in connection with the Company assure them access to
equivalent information.
10. TRANSFERABILITY. Awards granted under the Plan, and any interest
---------------
therein, shall not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution. During the lifetime of the
Participant an Award shall be exercisable only by the Participant or
Participant's legal representative, and any elections with respect to an Award
may be made only by the Participant or Participant's legal representative.
11. RESTRICTIONS ON SHARES.
----------------------
11.1 Right of First Refusal. At the discretion of the
----------------------
Committee, the Company may reserve to itself and/or its assignee(s) in the Award
Agreement a right of first refusal to purchase all Shares that a Participant (or
a subsequent transferee) may propose to transfer to a third party, unless
otherwise not permitted by Section 25102(o) of the California Corporations Code.
Such right of first refusal shall terminate upon the Company's initial public
<PAGE>
offering of Common Stock pursuant to an effective registration statement filed
under the Securities Act.
11.2 Right of Repurchase. At the discretion of the Committee,
-------------------
the Company may reserve to itself and/or its assignee(s) a right to repurchase
for cash or cancellation of purchase money indebtedness, a portion of or all
Shares held by a Participant following such Participant's Termination at any
time within ninety (90) days after the later of Participant's Termination Date
and the date Participant purchases Shares under the Plan at: (a) with respect
to Shares that are "Vested" (as defined in the Award Agreement) the Fair Market
Value of such Shares on Participant's Termination Date, provided, such right of
--------
repurchase terminates when the Company's securities become publicly traded; or
(b) with respect to Shares that are not "Vested" (as defined in the Award
Agreement) the Participant's original Exercise Price or Purchase Price as the
case may be, provided, that unless the Participant is an officer, director or
--------
consultant of the Company or any Parent, Subsidiary or Affiliate of the Company
the right to repurchase at the original Exercise Price or Purchase Price lapses
at the rate of at least twenty percent (20%) per year over five (5) years from
the date the Option is granted or the Shares are purchased under a Restricted
Stock Award.
12. CERTIFICATES. All certificates for Shares or other securities
------------
delivered under the Plan shall be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed.
13. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under the Plan shall be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
-------- -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company shall have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant shall be required to execute and deliver a written
pledge agreement in such form as the Committee shall from time to time approve.
The Shares purchased with the promissory note may be released from the pledge on
a pro rata basis as the promissory note is paid.
14. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
-----------------------------
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding
<PAGE>
Awards. The Committee may at any time buy from a Participant an Award previously
granted with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions as the Committee and the
Participant shall agree.
15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. The Plan is
----------------------------------------------
intended to comply with Section 25102(o) of the California Corporations Code.
Any provision of this Plan which is inconsistent with Section 25102(o) shall,
without further act or amendment by the Company or the Board, be reformed to
comply with the requirements of Section 25102(o). An Award shall not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed, as they are in effect on the date of grant of the
Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in the Plan, the Company shall have no obligation to issue or
deliver certificates for Shares under the Plan prior to (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable, and/or (b) compliance with any exemption, completion of any
registration or other qualification of such Shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company shall be under no obligation to register
the Shares with the SEC or to effect compliance with the exemption,
registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company shall have
no liability for any inability or failure to do so.
16. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted
-----------------------
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.
17. CORPORATE TRANSACTIONS.
----------------------
17.1 Assumption or Replacement of Awards by Successor. In the
------------------------------------------------
event of (a) a merger or consolidation in which the Company is not the surviving
corporation, (b) a dissolution or liquidation of the Company, (c) the sale of
substantially all of the assets of the Company, or (d) any other transaction
which qualifies as a "corporate transaction" under Section 424(a) of the Code
wherein the shareholders of the Company give up all of their equity interest in
the Company (except for the acquisition, sale or transfer of all or
------
substantially all of the outstanding shares of the Company), any or all
outstanding Awards shall be assumed or replaced, on substantially similar terms,
by the successor corporation (if any), which assumption or replacement shall be
binding on all Participants. In the alternative, the successor corporation may
substitute equivalent Awards or provide substantially similar consideration to
Participants as was provided to shareholders (after taking into account the
existing provisions of the Awards). The successor corporation may also issue,
in place of outstanding Shares of the Company held by the
<PAGE>
Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.
17.2 Other Treatment of Awards. Subject to any greater rights
-------------------------
granted to Participants under the foregoing provisions of this Section 17, in
the event of the occurrence of any transaction described in Section 17.1, any
outstanding Awards shall be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."
17.3 Assumption of Awards by the Company. The Company, from
-----------------------------------
time to time, also may substitute or assume outstanding awards granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award, or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award
granted under the Plan. Such substitution or assumption shall be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.
18. ADOPTION AND SHAREHOLDER APPROVAL. The Plan shall become
---------------------------------
effective on the date that it is adopted by the Board (the "Effective Date").
The Plan shall be approved by the shareholders of the Company (excluding Shares
issued pursuant to this Plan), consistent with applicable laws, within twelve
(12) months before or after the Effective Date. Upon the Effective Date, the
Board may grant Awards pursuant to the Plan; provided, however, that: (a) no
-------- -------
Option may be exercised prior to initial shareholder approval of the Plan; (b)
no Option granted pursuant to an increase in the number of Shares approved by
the Board shall be exercised prior to the time such increase has been approved
by the shareholders of the Company; (c) in the event that initial shareholder
approval is not obtained within the time period provided herein, all Awards
granted hereunder shall be canceled, any Shares issued pursuant to any Award
shall be canceled and any purchase of Shares hereunder shall be rescinded; and
(d) Awards granted pursuant to an increase in the number of Shares approved by
the Board which increase is not timely approved by shareholders shall be
canceled, any Shares issued pursuant to any such Award shall be canceled and any
purchase of Shares subject to any such Award shall be rescinded.
19. TERM OF PLAN/GOVERNING LAW. The Plan will terminate ten (10)
--------------------------
years from the Effective Date or, if earlier, the date of shareholder approval.
The Plan and all agreements pursuant to the Plan shall be governed by and
construed in accordance with the laws of the State of California.
<PAGE>
20. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
--------------------------------
terminate or amend the Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to the Plan; provided, however, that the Board shall not, without the approval
-------- -------
of the shareholders of the Company, amend the Plan in any manner that requires
such shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans.
21. DEFINITIONS. As used in the Plan, the following terms shall have
-----------
the following meanings:
"Affiliate" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.
"Award" means any award under the Plan, including any Option,
Restricted Stock or Stock Bonus.
"Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee appointed by the Board to
administer the Plan, or if no committee is appointed, the Board.
"Company" means Rendition, Inc., a corporation organized under the
laws of the State of California, or any successor corporation.
"Disability" means a disability, whether temporary or permanent,
partial or total as determined by the Committee.
"Exercise Price" means the price at which a holder of an Option
may purchase the Shares issuable upon exercise of the Option.
"Fair Market Value" means, as of any date, the value of a share of
the Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National
Market, its last reported sale price on the Nasdaq National
Market or, if no such
<PAGE>
reported sale takes place on such date, the average of the
closing bid and asked prices;
(b) if such Common Stock is publicly traded and is then listed
on a national securities exchange, the last reported sale
price or, if no such reported sale takes place on such date,
the average of the closing bid and asked prices on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading;
(c) if such Common Stock is publicly traded but is not quoted
on the Nasdaq National Market nor listed or admitted to
trading on a national securities exchange, the average of the
closing bid and asked prices on such date, as reported by The
Wall Street Journal, for the over-the-counter market; or
(d) if none of the foregoing is applicable, by the Board of
Directors of the Company in good faith.
"Option" means an award of an option to purchase Shares pursuant
to Section 5.
"Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if at the time of the
granting of an Award under the Plan, each of such corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
"Participant" means a person who receives an Award under the Plan.
"Plan" means this Rendition, Inc. 1994 Equity Incentive Plan, as
amended from time to time.
"Restricted Stock Award" means an award of Shares pursuant to
Section 6.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Shares" means shares of the Company's Common Stock reserved for
issuance under the Plan, as adjusted pursuant to Sections 2 and 17 and any
successor security.
"Stock Bonus" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.
"Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the
<PAGE>
Award, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
"Termination" or "Terminated" means, for purposes of the Plan with
respect to a Participant, that the Participant has ceased to provide services as
an employee, director, consultant or adviser, to the Company or a Parent,
Subsidiary or Affiliate of the Company, except in the case of sick leave,
military leave, or any other leave of absence approved by the Committee,
provided, that such leave is for a period of not more than ninety (90) days, or
- --------
reinstatement upon the expiration of such leave is guaranteed by contract or
statute. The Committee shall have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the "Termination Date").
<PAGE>
EXHIBIT 4.3
October ____, 1998
[NAME]
<Address>
<City__State>
RE: RENDITION, INC. STOCK OPTIONS
As you know, Rendition, Inc. ("Rendition") entered into an Agreement and
Plan of Reorganization ("Reorganization Agreement") with Micron Technology, Inc.
("MTI"). Under the Reorganization Agreement, Rendition has merged with MTI (the
"Merger"), with MTI surviving the Merger.
In connection with this transaction, MTI has assumed all of your
outstanding unexercised options to purchase shares of common stock of Rendition
("Rendition Options"). As a result, your Rendition Options are now options to
purchase shares of common stock of MTI rather than options to purchase shares of
common stock of Rendition.
Each Rendition Option assumed by MTI continues to be subject to the terms
and conditions, including vesting, set forth in the Rendition 1994 Equity
Incentive Plan and as provided in the respective option agreements in effect
immediately prior to the Merger, except that (i) references to the "Company" in
the Rendition 1994 Equity Incentive Plan are now references to MTI, and (ii)
your options are now options to purchase MTI common stock with the exercise
price and number of shares subject to your options adjusted to reflect the
"conversion ratio" in the Merger, as follows:
NUMBER OF SHARES SUBJECT TO RENDITION OPTIONS
The number of shares of common stock of MTI subject to your Rendition
Options has been adjusted to a number determined by multiplying .181697 by
the number of shares of Rendition common stock that were issuable upon
exercise of your option immediately prior to the Merger, and rounding down
to the nearest whole number.
NEW EXERCISE PRICE OF RENDITION OPTIONS
The per share exercise price for shares of MTI common stock issuable
upon exercise of an assumed Rendition Option has been adjusted to a price
determined by dividing the per share exercise price under your option in
effect immediately prior to the Merger by .181697 and rounding up to the
nearest whole cent.
<PAGE>
[NAME]
October __, 1998
Page 2
A summary of your converted stock options is attached and incorporated
herein by this reference.
Further, any employment or consulting relationship with Rendition referred
to in any Rendition Option shall, from and after the Merger, be deemed to mean
an employment or consulting relationship with MTI as successor to all the rights
and obligations of Rendition as a result of the Merger (including for purposes
of vesting, with prior employment by Rendition treated as continuous employment
by MTI).
If you have questions regarding the foregoing, please do not hesitate to
contact Bea Solis at (208) 368-4512 or Steve Suarez of MTI at (208) 368-4519.
After you have reviewed this letter, please acknowledge your agreement to the
assumption of your Rendition Options on the terms set forth herein by signing
the enclosed copy of this letter and returning it to the attention of Steve
Suarez in the enclosed, postage pre-paid envelope attached. Please keep a copy
of this letter and attach it to your existing option agreements in order for you
to have a complete record of all the terms and provisions applicable to your
option as now assumed by MTI.
Very Truly Yours,
MICRON TECHNOLOGY, INC.
Roderic W. Lewis
V.P. of Corporate Affairs, General
Counsel and Corporate Secretary
Accepted and Agreed:
-------------------------------
Print Name: [NAME]
----------------------
Date:
-------------------------------
PLEASE RETURN SIGNED ORIGINAL LETTER TO STEVE SUAREZ, MS-507, MICRON TECHNOLOGY,
INC., 8000 S. FEDERAL WAY, BOISE, ID 83716-9632, NO LATER THAN
OCTOBER 23, 1998.
<PAGE>
UNEXERCISED STOCK OPTION CONVERSION SUMMARY
<TABLE>
<CAPTION>
Pre-Merger Post-Merger
Option ISO (I) or --------------------------------------------- --------------------------------
Date NSO (N) # Rendition Options Rendition Option Price # MTI Options MTI Option Price
- ------ ----------- ------------------- ---------------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
EXHIBIT 5.1
Holland & Hart LLP
ATTORNEYS AT LAW
SUITE 500
215 SOUTH STATE STREET
SALT LAKE CITY, UTAH 84111-2346
DENVER . ASPEN TELEPHONE (801) 595-7800
BOULDER . COLORADO SPRINGS FACSIMILE (801) 364-9124
DENVER TECH CENTER
BILLINGS . BOISE
CHEYENNE . JACKSON HOLE
SALT LAKE CITY
October 7, 1998
Micron Technology, Inc.
8000 S. Federal Way
Boise, ID 83706-9632
Ladies and Gentlemen:
We have acted as counsel to Micron Technology Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 (the "Act") of 1,406,605 shares of the Company's common stock, $0.10 par
value (the "Shares"), to be offered upon the terms and subject to the conditions
set forth in the Micron Technology, Inc. 1998 Nonstatutory Stock Option Plan and
the Rendition, Inc. 1994 Equity Incentive Plan (collectively, the "Stock
Plans").
In connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation of
the Company, the Bylaws of the Company, the Stock Plans, records of relevant
corporate proceedings with respect to the offering of the Shares and such other
documents, instruments and corporate proceedings with respect to the offering of
the Shares and such other documents, instruments and corporate records as we
have deemed necessary or appropriate for the expression of the opinion contained
herein. We have also reviewed the Company's Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission on or about October 7, 1998 with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
<PAGE>
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Stock
Plans, the agreements which accompany each grant under the Stock Plans and the
in the manner described in the Registration Statement, will be validly issued,
fully paid and non-assessable.
The opinion expressed herein is based solely upon and is limited to the
General Corporation Laws of the State of Delaware and the federal laws of the
United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Holland & Hart LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Micron Technology, Inc. on Form S-8 of our report dated October 2, 1997, on our
audits of the consolidated financial statements of Micron Technology, Inc. as of
August 28, 1997 and August 29, 1996 and for each of the three years in the
period ended August 28, 1997, which report is included in the Annual Report on
Form 10-K (File No. 1-10658).
/s/ PricewaterhouseCoopers LLP
Boise, Idaho
October 7, 1998
