EXHIBIT
10.128


 


MICRON TECHNOLOGY, INC.


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 securities laws, Delaware
corporate and securities laws, 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.


 

















 


 


(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 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) on the day of determination, as reported by
Bloomberg, L.P. 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.


 


(u)           “Optionee” means an Employee
or Consultant who holds an outstanding Option.


 


 


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(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 59,603,088.  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;


 


(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;


 


 


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(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 and 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.


 


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.


 


 


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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.


 


(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


 


(viii)        such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws.


 


 


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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 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 


 


 


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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 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.


 


 


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(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the consummation
of such proposed action.  The Board may,
in the exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Board and give each Optionee
the right to exercise his or her Option as to all or any part of the Optioned
stock, including Shares as to which the Option would not otherwise be
exercisable.


 


(c)           Merger or Asset Sale.  In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option may be assumed or an equivalent option or
right may be substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation.  The Administrator
may, in lieu of such assumption or substitution, provide for the Optionee to
have the right to exercise the Option as to all or a portion of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable.  If the Administrator makes an Option
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the Option will terminate upon the expiration of such
period.  For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
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.


 


14.           Amendment and Termination of the
Plan.


 


                        (a)           Amendment
and Termination.  Except as provided
herein, 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.  No termination can affect options previously granted, nor may an
amendment make any change in any option theretofore granted which adversely
affects the rights of any Optionee, nor 


 


 


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may an amendment be made
without prior approval of the shareholders of the Company if such amendment
would:


 


(i)        increase the number of shares that may
be issued under the Plan;


 


(ii)       change the designation of the employees
(or class of employees) eligible for participation in the Plan; or


 


(iii)      materially increase the benefits which may
accrue to participants under 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.


 


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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