EXHIBIT
4.11


 


MICRON
TECHNOLOGY, INC.


2002
EMPLOYMENT INDUCEMENT STOCK OPTION PLAN


 


 


                1.             Purposes of the Plan.  The purposes of this Employment Inducement Stock Option Plan are
to attract and retain the best available personnel for new employment positions
with the Company or its Subsidiaries and thereby promote the success of the
Company’s business.  Options granted
under the Plan shall be Nonstatutory Stock Options.


 


                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 any
Subsidiary to render services.


 


(j)            “Continuous
Status as an Employee or Consultant” means that the employment or
consulting relationship with the Company or any Subsidiary is not interrupted
or terminated.  Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of (i)
military leave, sick leave, or any personal leave of absence approved by the
Company, or (ii) transfers between locations of the Company or between the
Company, any Subsidiary, or any successor, or (iii) the transition from an
Employee to a Consultant provided that the person becomes a Consultant
immediately after his or her employment is terminated, or (iv) in the
discretion of the Administrator as specified at or prior to such occurrence, in
the case of a spin-off, sale, or disposition of the Optionee’s employer from
the Company or any Parent or Subsidiary.


 


(k)           “Director”
means a member of the Board.


 


(l)            “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.


 


(m)          “Employee”
means any person, including an Officer or Director, who is a common law
employee of the Company or any 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) on the
day of determination, as reported by Bloomberg L.L.P. 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 day of determination, as reported by Bloomberg L.L.P. 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)           “Nonstatutory
Stock Option” means an Option that does not qualify as an as an incentive
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


 


(q)           “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.


 


(r)            “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.


 


(s)           “Option”
means a stock option granted pursuant to the Plan.


 


(t)            “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.


 


(u)           “Optioned
Stock” means the Common Stock subject to an Option.


 


(v)           “Optionee”
means an Employee who holds an outstanding Option granted under the Plan.


 


(w)          “Parent”
means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.


 


(x)            “Plan”
means this 2002 Employment Inducement Stock Option Plan.


 


(y)           “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.


 


(z)            “Share”
means a share of the Common Stock, as adjusted in accordance with Section 12 of
the Plan.


 


(aa)         “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code, and shall also include any other entity in which
the Company, or any Subsidiary of the Company has a significant ownership
interest.


 


 


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3.             Stock Subject to
the Plan.  Subject to the provisions
of Section 12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 1,000,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.


 


If an Option expires or becomes unexercisable without having been
exercised in full, 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)           Administrator.  The Plan shall be administered by a
Committee appointed by the Board (which Committee shall consist of two or more
Directors) or, at the discretion of the Board from time to time, the Plan may
be administered by the Board.  It is
intended that the Directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of Rule 16b-3).  However, the mere fact that a Committee
member shall fail to so qualify shall not invalidate any Option granted by the
Committee which Option is otherwise validly made under the Plan.  The members of the Committee shall be
appointed by, and may be changed at any time and from time to time in the
discretion of, the Board.  The Board, in
its discretion, may delegate to a special committee all or part of the
Administrator’s authority and duties with respect to grants and awards to
individuals who at the time of grant are not, and are not anticipated to
become, persons subject to the reporting and other provisions of
Section 16 of the Exchange Act. 
The Board may revoke or amend the terms of a delegation at any time but
such action shall not invalidate any prior actions of the delegate or delegates
that were consistent with the terms of the Plan.


 


(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
Employees to whom Options may be granted hereunder; provided, however, that
Options may be granted hereunder only to a person as an inducement for him or
her to accept employment with the Company or any Subsidiary;


 


(iii)          to determine
whether and to what extent Options are granted;


 


(iv)          to determine the
number of shares of Common Stock to be covered by each Option granted
hereunder;


 


(v)           to approve forms of
agreement for use under the Plan;


 


(vi)          to determine the
terms and conditions, not inconsistent with the terms of the Plan, of any award
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;


 


(vii)         to construe and
interpret the terms of the Plan and awards granted pursuant to the Plan;


 


 


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(viii)        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;


 


(ix)           to modify or amend
each Option (subject to Section 14 of the Plan);


 


(x)            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; and


 


(xi)           to make all other
determinations deemed necessary or advisable for administering the Plan; and


 


(xii)          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 minimum amount (and not any greater
amount) required by law to be withheld. 
The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined. All
elections by an Optionee to have Shares withheld for this purpose shall be made
in such form and under such conditions as the Administrator may deem necessary
or advisable.


 


(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 hereunder only to a
person who is being hired  as an
Employee of the Company or any Subsidiary as an inducement to such
employment.  A person who has been
granted an Option under this Plan may not be granted additional Options under
this Plan, but may be granted options or other awards under other plans of the
Company.


 


6.             Limitations.


 


(a)           Neither the Plan nor
any Option shall confer upon an Optionee any right with respect to continuing
the Optionee’s employment with the Company, nor shall they interfere in any way
with the Optionee’s right or the Company’s right to terminate such employment
at any time, with or without cause.


 


(b)           The following
limitations shall apply to grants of Options hereunder:


 


(i)            No Employee shall
be granted under the Plan Options to purchase more than 500,000 Shares.


 


(ii)           The foregoing
limitations shall be adjusted proportionately in connection with any change in
the Company’s capitalization as described in Section 12.


 


 


7.             Effective Date.  The Plan shall become effective upon its
adoption by the Board.


 


8.             Term of Option.  The term of each Option shall be stated in
the Notice of Grant, but shall not exceed ten (10) years.


 


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, but shall not be less than the Fair Market Value per share on
the date of grant of the Option.


 


 


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(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.  The Administrator shall determine the
acceptable form of consideration. Such consideration may consist entirely of:


 


(i)            cash;


 


(ii)           check;


 


(iii)          promissory note;


 


(iv)          other Shares which
have been owned by the Optionee for more than six months on the date of
surrender and 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)           to the extent
permitted under Regulation T of the Federal Reserve Board, and subject to
applicable securities laws and the Company’s adoption of such program in
connection with the Plan, the delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect a so-called “cashless exercise” whereby the
broker sells the Option Shares and delivers cash sales proceeds to the Company
in payment of the exercise price and any applicable taxes (in which case the
date of exercise shall be deemed to be the date on which notice of exercise is
received by the Company, and the exercise price shall be delivered to the
Company on the settlement date);


 


(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
approved by the Administrator and permitted by Applicable Laws.


 


10.           Exercise of
Option.


 


(a)           Procedure for
Exercise; Rights as a Shareholder. 
Any Option granted hereunder 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) 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. 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.


 


 


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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 thirty 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 terminates as a result of the
Optionee’s Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant). 
If, at the date of termination, the Optionee does not exercise his or
her entire Option, the Shares covered by the unexercisable portion of the
Option shall revert to the Plan.  If,
after termination, the Optionee does not exercise his or her option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


 


(d)           Death of Optionee.  In the event of the death of an Optionee,
the Option may be exercised at any time within twelve (12) months following the
date of death (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent that the Optionee was entitled to exercise the Option at
the date of death.  If, at any time of
death, the Optionee was not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall immediately
revert to the Plan.  If, after death,
the Optionee’s estate or a person who acquired the right to exercise the Option
by bequest or inheritance does not exercise the Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


 


(e)           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 for the time period, if any, required by the RAM Plan.


 


11.           Non-Transferability
of Options. Unless determined otherwise by the Administrator, an Option may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee.  If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.


 


12.           Adjustments
Upon Changes in Capitalization, Dissolution, Corporate Transaction, or Change
in Control.


 


(a)           Changes
in Capitalization. In the event of a corporate transaction involving
the Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of 


 


 


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shares), the
authorization limits under Sections 3 and 6(b)(i) of the Plan shall be adjusted
proportionately, and the Administrator may adjust Options to preserve the
benefits or potential benefits of the Options. 
Action by the Administrator may include: (i) adjustment of the number
and kind of shares which may be delivered under the Plan; (ii) adjustment of
the number and kind of shares subject to outstanding Options; (iii) adjustment
of the exercise price of outstanding Options; and (iv) any other adjustments
that the Administrator determines to be equitable. In addition, the Administrator may, in its sole discretion, provide (i)
that Options will be settled in cash rather than Stock, (ii) that Options will
be assumed by another party to a transaction or otherwise be equitably
converted in connection with such transaction, or (iii) any combination of the
foregoing.  The Administrator’s
determination need not be uniform and may be different for different Optionees
whether or not such Optionees are similarly situated.  Without limiting the foregoing, in the event a stock
dividend or stock split is declared upon the Shares, the authorization limits
under Sections 3 and 6(b)(i) shall be increased proportionately, and the shares
of Stock then subject to each Option shall be increased proportionately without
any change in the aggregate purchase price therefor.


 


(b)           Dissolution
or Liquidation.  To the extent not
previously exercised, Options will terminate immediately prior to the
consummation of any proposed dissolution or liquidation of the Company.  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)           Corporate
Transaction. In the event of a reorganization, merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s shareholders, whether for
such transaction or the issuance of securities in the transaction, or the sale
or other disposition of all or substantially all of the assets of the Company
to an entity that is not an affiliate of the Company, each outstanding Option
shall be assumed or an equivalent option or right 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 for the Option, the Optionee shall fully vest
in and have the right to exercise the Option as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable.  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 in writing or electronically that the
Option shall be fully vested and exercisable for a period of thirty (30) days
from the date of such notice, and the Option shall terminate upon the
expiration of such period or, in the discretion of the Administrator, the
Option shall be settled in cash rather than stock upon the consummation of such
corporate transaction.


 


(d)           Change
in Control.  In the event of a
Change in Control, the unexercised portion of each Option then outstanding
shall become wholly vested and 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.


 


14.           Amendment
and Termination of the Plan and Outstanding Options.


 


(a)           Amendment
and Termination.  The Board may at
any time amend, alter, suspend, or terminate the Plan without
shareholder approval; provided, however, that the Board may condition any
amendment or modification on the approval of shareholders of the Company if
such approval is necessary or deemed advisable with respect to tax, securities
or other applicable laws, policies or regulations.


 


(b)           Effect
of Amendment or Termination.  No
amendment, alteration, suspension, or termination of the Plan or any
outstanding Option 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.


 


 


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(c)           Shareholder
Approval Required for Certain Actions. 
The original term of any Option may not be extended without the
prior approval of the shareholders of the Company.  Except as otherwise provided in Section 12, the exercise price of
any Option may not be reduced, directly or indirectly, without the prior
approval of the shareholders of the Company.


 


15.           Conditions
Upon Issuance of Shares.


 


(a)           Legal
Compliance.  Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated thereunder,
Applicable Laws, and the requirements of any stock exchange or quotation system
upon which the Shares may then be listed or quoted, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.


 


(b)           Investment
Representations.  As a condition to
the exercise of an Option, the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


 


16.           Liability of Company.


 


(a)           Inability to
Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not
have been obtained.


 


(b)           Grants Exceeding
Allotted Shares.  If the Optioned
Stock covered by an Option exceeds, as of the date of grant, the number of
Shares which may be issued under the Plan, such Option shall be void with
respect to such excess Optioned Stock, unless approval of an amendment
sufficiently increasing the number of shares subject to the Plan is timely
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.


 


18.           Restriction on
Repricing.  Without the prior
approval of the shareholders of the Company, the Administrator shall not
reprice any Options issued under the Plan through cancellation and regrant, by
lowering the exercise price, or by any other means.


 


 


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