Exhibit 4.2


 


THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AS TO THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION.  THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO
RESTRICTIONS ON TRANSFER, INCLUDING ANY SALE, PLEDGE OR OTHER HYPOTHECATION,
SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND INTEL CAPITAL CORPORATION, A
COPY OF WHICH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY
THE HOLDER OF RECORD OF THIS INSTRUMENT TO THE SECRETARY OF THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES.


 


STOCK RIGHTS AGREEMENT


 


This STOCK
RIGHTS AGREEMENT is dated as of September 24, 2003 (this “Agreement”)
and entered into by and between Micron Technology, Inc., a Delaware corporation
(the “Company”), and Intel Capital Corporation, a Cayman Islands
corporation (“Intel Capital”). 
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Securities Purchase Agreement (as hereinafter
defined).


 


WHEREAS,
pursuant to a Securities Purchase Agreement, dated as of September 24, 2003
(the “Securities Purchase Agreement”), by and between the Company and
Intel Capital, the Compa­ny is issuing and selling to Intel Capital, in
consideration of the payment of four hundred and forty nine million nine
hundred and ninety nine thousand nine hundred and ninety eight dollars and five
cents ($449,999,998.05), certain stock rights, which provide Intel Capital the
right to acquire, for no additional consideration, shares of Common Stock of
the Company;


 


WHEREAS, the
Company proposes to issue to Intel Capital certain rights (the “Rights”)
to purchase up to an aggregate of 33,860,045 shares (subject to adjustment as
set forth in this Agreement) of Common Stock (the shares of Common Stock and
other securities issuable upon exercise of the Rights being referred to herein
as the “Rights Shares”);


 


WHEREAS, the
term “Rights” hereunder shall also refer to any Additional Adjustment
Rights (as defined in the Securities Purchase Agreement), if any, issued by the
Company pursuant to the Securities Purchase Agreement; and


 


WHEREAS, the
Company and Intel Capital are concurrently entering into a Securities Rights
and Restrictions Agreement, dated as of the date hereof (the “Rights and
Restrictions Agreement”), pursuant to which the Company and Intel Capital have
agreed, among other things, to certain rights and restrictions with respect to
the transfer of the Rights and Rights Shares.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows:


 

















 


SECTION 1. Rights
Certificates.  The Company will
issue and deliver to Intel Capital a certificate or certificates evidencing the
Rights (the “Rights Certificates”) pursuant to and in accordance with
the terms of the Securities Purchase Agreement.  Such certificate or certificates shall be substantially in the
form set forth as Exhibit A attached hereto.  Rights Certificates shall be dated the date of issuance by the
Company.


 


SECTION 2. Execution
of Rights Certificates.  Rights
Certificates shall be signed on behalf of the Company by its Chief Executive
Officer, President or a Vice President and attested by its Secretary or an
Assistant Secretary.


 


SECTION 3. Registration.  The Company shall number and register the
Rights Certificates in a register (the “Rights Register”) as they are
issued.  The Company may deem and treat
the registered holder(s) from time to time of the Rights Certificates (the “Holders”)
as the absolute owner(s) thereof (notwithstanding any notation of ownership or
other writing thereon made by anyone) for all purposes and shall not be
affected by any notice to the contrary. 
The Rights shall be registered initially in such name or names as Intel
Capital shall designate.


 


SECTION 4. Restrictions
on Transfer; Registration of Transfers and Exchanges.  Subject to any applicable conditions to
transfer contained in the Securities Purchase Agreement or the Rights and
Restrictions Agreement, the Company shall from time to time register the
transfer of any outstanding Rights Certificates in the Rights Register to be
maintained by the Company upon surrender of the Rights Certificates accompanied
by a written instrument or instruments of transfer in form reasonably
satisfactory to the Company, duly executed by the registered holders thereof, the
duly appointed legal representative thereof or a duly authorized attorney.  Upon any such registration of transfer, a
new Rights Certificate shall be issued to the transferee holder(s) and the
surrendered Rights Certificate shall be canceled and disposed of by the
Company.


 


Except as
provided in the immediately following sentence, no person or entity holding
Rights may transfer, sell, assign, devise or bequeath any of such holder’s
interest in his, her or its Rights, and the Company shall not register the
transfer of such Rights, whether by sale, assignment, gift, devise, bequest,
appointment or otherwise, except to a Permitted Transferee (as defined below)
of such holder.  Upon the transfer by
any holder of a Right to a person or entity who is not a Permitted Transferee,
then such Right shall automatically be exchanged or converted for shares of
Common Stock at the then effective Exchange Ratio.  For purposes of this Section 4, the term “Permitted Transferee”
shall mean (i) the Company, (ii) a Qualified Subsidiary (provided that if at
any time such Qualified Subsidiary ceases to be a Qualified Subsidiary such
Rights will automatically convert into Common Stock), (iii) Intel Capital or
(iv) Intel Corporation, a Delaware corporation and parent of Intel Capital.  Notwithstanding anything to the contrary set
forth herein, the transfer agent shall not be required to register the transfer
of such Rights or the Common Stock into which they are automatically exchanged
unless concurrently with such transfer the certificate representing such Rights
to be so transferred shall be surrendered and exchanged for a certificate
representing the applicable number of shares of Common Stock into which such
Rights are automatically exchanged by virtue of such transfer.


 


Subject to
Section 4.10 of the Securities Purchase Agreement, nothing in this Section 4
shall be construed to prohibit Hedging Transactions (as defined in the Rights
and Restrictions Agreement) with respect to securities of Micron provided that
such transactions do not result in


 


2

















 


non-compliance with the
foregoing restrictions insofar such provisions relate to, and are limited in
their application to, the Transaction Related Securities (as defined in the
Rights and Restrictions Agreement).


 


SECTION 5. Exercise
of Rights.  Subject to the terms of
this Agreement, each holder of a Rights Certificate shall have the right, which
may be exercised commencing the date hereof and until 5:00 p.m., California
time, on December 31, 2063 (the “Expiration Date”) to receive from the
Company the number of fully paid and nonassessable Rights Shares (and such
other consideration) which the holder may at the time be entitled to receive on
exercise of such Rights.  Any Rights not
exercised prior to 5:00 p.m., California time, on the Expiration Date shall
become void and all rights thereunder and all rights in respect thereof under
this Agreement shall cease as of such time. 
The amounts payable to the Company under the Securities Purchase
Agreement shall be the exercise price of the Rights, and no additional
consideration is payable upon exercise of the Rights.


 


Rights may be
exercised upon surrender to the Company at its office designated for such
purpose (as provided in Section 12 hereof) of the Rights Certificate or
Certificates to be exercised with the exercise notice attached thereto duly
filled in and signed.


 


Subject to the
provisions of Section 7 hereof, upon such surrender of Rights Certificates in
accordance with the terms hereof, the Company shall issue and cause to be
delivered, as promptly as practicable, to or upon the written order of the
holder and in such name or names as such holder may designate a certificate or
certificates for the number of full Rights Shares issuable upon the exercise of
such Rights (and such other consideration as may be deliverable upon exercise
of such Rights) and cash for fractional Rights Shares as provided in Section 6
hereof.  The certificate or certificates
for such Rights Shares shall be deemed to have been issued and the person so
named therein shall be deemed to have become a holder of record of such Rights
Shares as of the date of the surrender of such Rights, irrespective of the date
of delivery of such certificate or certificates for Rights Shares (the “Exercise
Date”).


 


Each Rights
Certificate shall be exercisable, at the election of the holder thereof, either
in full or from time to time in part. 
In the event that a Rights Certificate is exercised in respect of fewer
than all of the Rights Shares issuable on such exercise at any time prior to
the date of expiration of the Rights, a new certificate evidencing the
remaining Rights will be issued and delivered pursuant to the provisions of
this Section 5 and Section 2 hereof.


 


All Rights Certificates
surrendered upon exercise of Rights shall be canceled and disposed of by the
Company.  The Company shall keep copies
of this Agreement and any notices given or received hereunder available for
inspection by the holders during normal business hours at its office.


 


Notwithstanding
the above, Rights may not be exercised for Common Stock unless and until the
holder shall submit to the Company either evidence of compliance with the
filing requirements of the HSR Act or a certificate of an officer of the holder
to the effect that the acquisition of Common Stock upon exercise of the Rights
does not require any filing under the HSR Act.


 


3

















 


In the event
that a Qualified Subsidiary that is a holder of Rights ceases at any time to be
a Qualified Subsidiary, the Rights so held shall represent only the right to
receive the Common Stock in to which they are exchangeable, and the Company
shall deliver the shares of Common Stock issuable upon exchange thereof upon
(i) surrender of the Rights Certificates to the Company, (ii) if required, the
holder furnishing appropriate endorsements and transfer documents, and (iii) if
required by Section 7, payment of all transfer and similar taxes if the shares
of Common Stock are not being issued to the holder.


 


SECTION 6. Number
of Rights; Adjustments to Rights; Dividends; Fractional Rights Shares.


 


(a)           Exchange Ratio. Each Right
represents the right to receive one share of Common Stock, as adjusted in the
manner provided below (“Exchange Ratio”).


 


(b)           Fractional Shares. No
fractional shares of Common Stock shall be issued upon the conversion, exchange
or exercise of Rights.  In lieu of any
fractional shares to which the holder would otherwise be entitled, the Company
shall pay cash equal to such fraction multiplied by the then fair market value
of one share of Common Stock, as determined in good faith by the Board of
Directors.  The Company shall, as soon
as practicable thereafter, cause its transfer agent to issue and deliver at
such office to such holder of Rights Certificates or to such holder’s nominee
or nominees, a certificate or certificates for the number of shares of Common
Stock to which such holder or such holder’s nominee shall be entitled as
aforesaid, together with cash in lieu of any fraction of a share.  The person or persons entitled to receive
the shares of Common Stock issuable upon conversion, exchange or exercise of
Rights shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on the Exercise Date.


 


(c)           Adjustment for Stock Splits, etc.  In case of any subdivision (by stock split,
stock dividend or otherwise) of the Common Stock, the Exchange Ratio shall be
proportionately increased, and conversely in the case of combination of the
Common Stock (by reverse stock split or otherwise), the Exchange Ratio shall be
proportionately decreased, with such adjustment to the Exchange Ratio to be
effective immediately after the opening of business on the day following the
day which such subdivision or combination, as the case may be, becomes
effective.  In case of any
reorganization, reclassification or change of shares of the Common Stock (other
than a change in par value or from par value to no par value as a result of a
subdivision or combination), or in the case of any consolidation of the Company
with one or more corporations or a merger of the Company with another
corporation (other than a consolidation or merger in which the Company is the
resulting or surviving corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock), provision
shall be made so that each holder of a Right shall have the right at any time
thereafter as nearly as practicable, so long as the exercise or exchange rights
hereunder with respect thereto would exist had such event not occurred, to
exercise or exchange such Right into the kind and amount of shares of stock and
other securities and properties (including cash) receivable upon such
reorganization, reclassification, change, consolidation or merger by a holder
of the number of shares of Common Stock into which the Rights might have been
converted immediately prior to such reorganization, reclassification, change,
consolidation or merger.  In the event
of such a reorganization, reclassification, change, consolidation or merger,
effective provision shall be made in the certificate of incorporation of the
resulting or surviving corporation or otherwise for the


 


4

















 


protection of the conversion,
exercise or exchange rights of the holders of Rights that shall be applicable,
as nearly as reasonably may be, to any such other shares of stock and other
securities and property (including cash) deliverable upon exercise of the
Rights that might have been issued immediately prior to such event.


 


(d)           Dividends.  In the event that the Company declares a
dividend or other distribution in respect of its Common Stock (other than a
dividend payable in shares of Common Stock), the holders of Rights hereunder
shall be entitled to receive such dividend or distribution as if the Rights had
been exercised or converted immediately prior to the record date for such
dividend or distribution.


 


(e)           Liquidation.  In the event that the Company liquidates,
dissolves or winds-up, the holders of Rights hereunder shall be entitled to
receive such proceeds, securities or other property as if the Rights had been
exercised or converted immediately prior to the date on which such liquidation,
dissolution or winding-up is to take place.


 


(f)            Rights Certificates Following
Adjustments.  Irrespective of any
adjustments in the number or kind of shares issuable upon the exercise or
conversion of the Rights, Rights theretofore or thereafter issued may continue
to express the same number and kind of shares as are stated in the Rights
Certificate initially issuable pursuant to this Agreement.


 


SECTION 7. Payment
of Taxes.  The Company will pay all
documentary stamp taxes and other governmental charges (excluding all foreign,
federal or state income, franchise, property, estate, inheritance, gift or
similar taxes) in connection with the issuance or delivery of the Rights
hereunder, as well as all such taxes attributable to the initial issuance or
delivery of Rights Shares upon the exercise or exchange of Rights.  The Company shall not, however, be required
to pay any tax that may be payable in respect of any subsequent transfer of the
Rights or any transfer involved in the issuance and delivery of Rights Shares
in a name other than that in which the Rights to which such issuance relates
were registered, and, if any such tax would otherwise be payable by the
Company, no such issuance or delivery shall be made unless and until the person
requesting such issuance has paid to the Company the amount of any such tax, or
it is established to the reasonable satisfaction of the Company that any such
tax has been paid.


 


SECTION 8. No
Redemption.  The Rights shall not be
redeemable.


 


SECTION 9. Mutilated
or Missing Rights Certificates.  If
a mutilated Rights Certificate is surrendered to the Company, or if the holder
of a Rights Certificate claims and submits an affidavit or other evidence
satisfactory to the Company to the effect that the Rights Certificate has been
lost, destroyed or wrongfully taken, the Company shall issue a replacement
Rights Certificate.  If required by the
Company, such holder must provide an indemnity bond, or other form of
indemnity, sufficient in the judgment of the Company to protect the Company
from any loss which it may suffer if a Rights Certificate is replaced.  If Intel Capital or any other institutional
holder (or nominee thereof) is the owner of any such lost, stolen or destroyed
Rights Certificate, then the affidavit of an authorized officer of such owner,
setting forth the fact of loss, theft or destruction and of its ownership of
the Rights Certificate at the time of such loss, theft or destruction shall be
accepted as satisfactory evidence thereof, and no further indemnity shall be
required as a condition to the execution and delivery of a new Rights
Certificate other than the


 


5

















 


unsecured written agreement of
such owner to indemnify the Company from any loss which it may suffer if a
Rights Certificate is replaced.


 


SECTION 10. Reservation
of Rights Shares.  The Company shall
at all times reserve and keep available, free from preemptive rights, out of
the aggregate of its authorized but unissued Common Stock, for the purpose of
enabling it to satisfy any obligation to issue Rights Shares upon exercise or
exchange of Rights, the maximum number of shares of Common Stock which may then
be deliverable upon the exercise or exchange of all outstanding Rights.  To the extent that the Rights Shares are listed
on any national securities exchange, the Company shall use commercially
reasonable efforts to cause all such securities issued or reserved for issuance
to be listed on such exchange upon official notice of issuance.


 


The Company
or, if appointed, the transfer agent for the Common Stock and each transfer
agent for any shares of the Company’s capital stock issuable upon the exercise
or exchange of any of the Rights (collectively, the “Transfer Agent”)
will be irrevocably authorized and directed at all times to reserve such number
of authorized shares as shall be required for such purpose.  The Company shall keep a copy of this
Agreement on file with any such Transfer Agent.  The Company will supply any such Transfer Agent with duly
executed certificates for such purposes and will provide or otherwise make
available all other consideration that may be deliverable upon exercise or
exchange of the Rights.  The Company
will furnish any such Transfer Agent a copy of all notices of adjustments and
certificates related thereto, transmitted to each holder pursuant to Section 11
or Section 12 hereof.


 


The Company
covenants that all Rights Shares and other capital stock issued upon exercise
of Rights will, upon issuance thereof, be validly authorized and issued, fully
paid, nonassessable, free of preemptive rights and free, subject to Section 7
hereof, from all taxes, liens, charges and security interests with respect to
the issue thereof.


 


SECTION 11. Notices
to Rights Holders.  Upon any event
affecting the number of shares of Common Stock receivable upon exercise or
exchange of Rights, the Company shall promptly thereafter give to each of the
holders at its address appearing on the Rights Register written notice of such
events and the effect thereof on the Rights and the Rights Shares in accordance
with the provisions of this Section 11. 
Where appropriate, such notice may be given in advance and included as a
part of the notice required to be mailed under the other provisions of this
Section 11.  The Company shall also
provide notice to the holders of Rights of record dates or events with respect
to which notice is given to other stockholders of the Company.  Such notice shall be given at the same time
as notice is given to other
stockholders.  The
failure to give the notice required by this Section 11 or any defect therein
shall not affect the legality or validity of any distribution, right, option,
rights, consolidation, merger, conveyance, transfer, dissolution, liquidation
or winding up or the vote on any action.


 


Nothing
contained in this Agreement or in any Rights Certificate shall be construed as
conferring upon the holders (prior to the exercise or exchange of such Rights)
the right to vote, to consent or to receive notice as a stockholder in respect
of the meetings of stockholders or the election of Directors of the Company or
any other matter, or any rights whatsoever as stockholders of the Company; provided,
however, that nothing in the foregoing provision is intended to
detract from any rights explicitly granted to any holder hereunder.


 


6

















 


SECTION 12. Notices
to the Company and Rights Holders. Except as may be otherwise provided
herein, all notices, requests, waivers and other communications made pursuant
to this Agreement shall be in writing and shall be delivered to the other party
(a) in person; (b) by facsimile to the address and number set forth below, when
promptly followed up by another of the delivery methods permitted by this
Section 12; (c) by U.S. mail, registered or certified, return receipt
requested, postage prepaid and addressed to the other party as set forth below;
or (d) by a national-recognized overnight delivery service that keeps records
of deliveries and attempted deliveries (such as FedEx), postage prepaid,
addressed to the parties as set forth below with next-business-day delivery
guaranteed, provided that the sending party receives a confirmation of delivery
from the delivery service provider.


 


	
  To Intel
  Capital:

  	
   

  	
  To the
  Company:

  
	
   

  	
   

  	
   

  
	
  Intel Capital Corporation

  	
   

  	
  Micron Technology, Inc.

  
	
  c/o Intel Corporation

  	
   

  	
  8000 South Federal Way

  
	
  Attn: Intel Capital Portfolio

  	
   

  	
  P.O. Box 6

  
	
  Manager

  	
   

  	
  Boise, Idaho  83716-9632

  
	
  2200 Mission College Blvd., M/S

  	
   

  	
  Attn:  Roderic W. Lewis, Esq.

  
	
  RN6-46

  	
   

  	
   

  
	
  Santa Clara, California  95052

  	
   

  	
  Fax Number: (208) 368-4540

  
	
   

  	
   

  	
   

  
	
  Fax Number: (408) 765-6038

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with copies by e-mail to:

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  portfolio.manager@intel.com

  	
   

  	
  Wilson Sonsini Goodrich &

  
	
   

  	
   

  	
  Rosati

  
	
   

  	
   

  	
  650 Page Mill Road

  
	
   

  	
   

  	
  Palo Alto, California  94304

  
	
   

  	
   

  	
  Attn:  John A. Fore, Esq.

  
	
   

  	
   

  	
  Fax Number: (650) 493-6811

  



 


A party may
change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 12 by giving the other party written
notice of the new address in the manner set forth above.


 


SECTION 13. Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company shall bind and inure to the
benefit of its respective successors and assigns hereunder.


 


SECTION 14. Termination.  This Agreement shall terminate on the date
on which no Rights remain outstanding; provided,
however, that notwithstanding any prior termination of this
Agreement pursuant to this Section 14, if Additional Adjustment Rights are
issued to Intel Capital or its Affiliates, this Agreement shall become
effective as of the date of the issuance of such Additional Adjustment Rights
with respect to such Additional Adjustment Rights, and this Agreement shall
terminate on the date on which no Additional Adjustment Rights remain
outstanding.


 


7

















 


SECTION 15. Governing
Law. This Agreement shall be governed in all respects by and construed in
accordance with the laws of the State of Delaware without regard to provisions
regarding choice of laws.


 


SECTION 16. Benefits
of This Agreement; No Impairment. 
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the holders any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for
the sole and exclusive benefit of the Company and the holders.  The Company shall not take any action which
would have the effect of materially impairing the rights, privileges and
preferences of the holders of the Rights set forth herein.


 


SECTION 17. Counterparts.
This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.


 


SECTION 18. Amendments
and Waivers. No provision of this Agreement may be amended or waived except
by an instrument in writing signed by the party sought to be bound; provided, that
any amendment or waiver sought from the holders of any provision of this
Agreement which affects holders generally shall be given by holders of at least
a majority of the Rights outstanding (or, in the case of amendments or waivers
affecting holders of Rights Shares generally, by holders of at least a majority
of the Rights and Rights Shares, taken as one class, with each Right and each
Rights Share representing the right to one vote).  Any amendment or waiver so given shall be binding on all holders.  No failure or delay by any party in
exercising any right or remedy hereunder shall operate as a waiver thereof, and
a waiver of a particular right or remedy on one occasion shall not be deemed a
waiver of any other right or remedy or a waiver of the same right or remedy on
any subsequent occasion.


 


SECTION 19. Legal
Fees.  In the event of any action at
law, suit in equity or arbitration proceeding in relation to this Agreement or
any units or securities of the Company issued or to be issued, the prevailing
party, shall be paid by the other party a reasonable sum for attorney’s fees
and expenses for such prevailing party.


 


SECTION 20. Dispute
Resolution.  The parties agree to
negotiate in good faith to resolve any dispute between them regarding this
Agreement.  If the negotiations do not
resolve the dispute to the reasonable satisfaction of both parties, then each
party shall nominate one senior officer of the rank of Vice President or higher
as its representative.  These
representatives shall, within thirty (30) days of a written request by either
party to call such a meeting, meet in person and alone (except for one
assistant for each party) and shall attempt in good faith to resolve the
dispute.  If the disputes cannot be
resolved by such senior managers in such meeting, the parties agree that they
shall, if requested in writing by either party, meet within thirty (30) days
after such written notification for one day with an impartial mediator and
consider dispute resolution alternatives other than litigation.  If an alternative method of dispute
resolution is not agreed upon within thirty (30) days after the one day
mediation, either party may begin litigation proceedings.  This procedure shall be a prerequisite
before taking any additional action hereunder.


 


8

















 


SECTION 21. Certain
Definitions.


 


For purposes
of this Agreement the following terms shall have the meanings set forth below.


 


Qualified Subsidiary.  Qualified Subsidiary shall have the meaning
ascribed to such term in the Rights and Restrictions Agreement.


 


Securities Purchase Agreement.  Securities Purchase Agreement shall mean
that certain Securities Purchase Agreement, dated September 24, 2003, as
amended from time to time, by and between the Company and Intel Capital.


 


Securities Rights and Restrictions Agreement.  Securities Rights and Restrictions Agreement
shall mean that certain Securities Rights and Restrictions Agreement, dated as
of September 24, 2003, as amended from time to time, by and between the Company
and Intel Capital.


 


9

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.


 


	
  INTEL CAPITAL CORPORATION

  	
  MICRON TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Arvind Sodhani

  	
   

  	
  By:

  	
  /s/ W.G. Stover, Jr.

  	
   

  
	
   

  	
  Name: Arvind
  Sodhani

  	
   

  	
  Name: W.G.
  Stover, Jr.

  
	
   

  	
  Title: Vice
  President and Treasurer

  	
   

  	
  Title:

  	
  Vice
  President of Finance and

  
	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
								



 


 


{Signature Page to Stock Rights Agreement}


 


10

















 


EXHIBIT A


 


[Form of Rights Certificate]


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.  SUCH
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AS TO THE AVAILABILITY OF
AN EXEMPTION FROM REGISTRATION. THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE SUBJECT TO RESTRICTIONS ON TRANSFER, INCLUDING ANY SALE, PLEDGE OR OTHER HYPOTHECATION,
SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND INTEL CORPORATION, A COPY OF
WHICH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS INSTRUMENT TO THE SECRETARY OF THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES.


 


 


	
  No. R1

  	
   

  	
  33,860,045 Rights

  



 


 


RIGHTS CERTIFICATE


 


MICRON TECHNOLOGY, INC.


 


 


This Rights
Certificate certifies that Intel Capital Corporation, or registered assigns, is
the registered holder of the number of Rights (the “Rights”) set forth above
to receive Common Stock, $.10 par value per share (the “Common Stock”),
of Micron Technology, Inc., a Delaware corporation (the “Company”).  Each Right entitles the holder upon exercise
or exchange to receive from the Company one fully paid and nonassessable share
(subject to adjustment as provided in the Rights Agreement referred to below)
of Common Stock (a “Rights Share”), upon surrender of this Rights
Certificate at the office of the Company designated for such purpose, but only
subject to the conditions set forth herein and in the Rights Agreement referred
to below.  The number of Rights Shares
issuable upon exercise or exchange of the Rights are subject to adjustment upon
the occurrence of certain events, as set forth in the Rights Agreement.  The Rights are exercisable or exchangeable
at any time prior to 5:00 p.m., California time, on December 31, 2063.


 


A-1

















 


The Rights
evidenced by this Rights Certificate are part of a duly authorized issue of Rights,
and are issued or to be issued pursuant to a Rights Agreement dated as of
September 24, 2003 (the “Rights Agreement”), duly executed and delivered
by the Company, which Rights Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Rights.  Capitalized terms used herein and not
defined shall have the meanings ascribed to them in the Rights Agreement.  A copy of the Rights Agreement may be
obtained by the holder hereof upon written request to the Company.


 


The holder of
Rights evidenced by this Rights Certificate may convert, exercise or exchange
such Rights under and pursuant to the terms and conditions of the Rights
Agreement by surrendering this Rights Certificate, with the form of notice of
exercise properly completed and executed at the office of the Company
designated for such purpose. 
Notwithstanding the above, Rights may not be converted, exercised or
exchanged for Common Stock unless and until the holder shall submit to the
Company either evidence of compliance with the filing requirements of the HSR
Act or a certificate of an officer of the holder to the effect that the
acquisition of Common Stock upon exercise of the Rights does not require any
filing under the HSR Act.


 


If upon any
exercise of Rights evidenced hereby the number of Rights exercised shall be
less than the total number of Rights evidenced hereby, the Company shall issue
to the holder hereof or its registered assignee a new Rights Certificate
evidencing the number of Rights not exercised.


 


Upon the
transfer by any holder of a Right to a person or entity who is not a Permitted
Transferee, then such Right shall automatically be exchanged or converted for
shares of Common Stock at the then effective Exchange Ratio.


 


The Rights
Agreement provides that upon the occurrence of certain events the number of
Rights Shares issuable upon exercise or exchange of the Rights set forth on the
face hereof may, subject to certain conditions, be adjusted.


 


The holder
hereof will have certain registration rights and other rights and obligations
with respect to the Rights Shares as provided in the Securities Rights and
Restrictions Agreement, dated as of September 24, 2003, by and between the
Company and the persons party thereto (the “Rights and Restrictions
Agreement”).  Copies of the Rights
and Restrictions Agreement may be obtained by the holder hereof upon written
request to the Company.


 


Rights
Certificates, when surrendered at the office of the Company by the registered
holder thereof in person or by a legal representative or attorney duly
authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Rights Agreement, but without payment of any
service charge, for another Rights Certificate or Rights Certificates of like
tenor and evidencing in the aggregate a like number of Rights.


 


A-2

















 


Subject to the
terms and conditions of the Rights Agreement, upon due presentation for
registration of transfer of this Rights Certificate at the office of the
Company, a new Rights Certificate or Rights Certificates of like tenor and
evidencing in the aggregate a like number of Rights shall be issued to the
transferee(s) in exchange for this Rights Certificate, subject to the
limitations provided in the Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The Company
may deem and treat the registered holder(s) hereof as the absolute owner(s) of
this Rights Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof and of
any distribution to the holder hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary.  Neither the Rights nor this Rights
Certificate entitles any holder hereof to any rights of a stockholder of the
Company, except as specifically provided in the Rights Agreement with respect
to dividends and distributions to stockholders.


 


IN WITNESS
WHEREOF, Micron Technology, Inc. has caused this Rights Certificate to be
signed by its Chairman of the Board, Chief Executive Officer, President or a
Vice President and by its Secretary or an Assistant Secretary and has caused
its corporate seal to be affixed hereunto or imprinted hereon.


 


 


	
  Dated:  September 24, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
  MICRON
  TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven R.
  Appleton

  	
   

  
	
   

  	
  Title:

  	
  Chairman,
  Chief Executive Officer and President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Roderic W.
  Lewis

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President of Legal Affairs 

  General Counsel and Corporate Secretary

  	
   

  



 


A-3

















 


FORM OF NOTICE OF EXERCISE OR EXCHANGE


 


[To Be Executed Upon Exercise or Exchange of Rights]


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Rights Certificate, to receive
                
shares of Common Stock in accordance with the terms hereof.  Evidence of compliance with or exemption
from the requirements of the HSR Act must be provided.


 


The undersigned requests that a
certificate for such shares be registered in the name
of                         ,
whose address is                                       
and that such shares be delivered to                                 ,
whose address is                                           .


 


If said number of shares is
less than all of the shares of Common Stock receivable hereunder, the
undersigned requests that a new Rights Certificate representing the remaining
balance of such shares be registered in the name of                        ,
whose address is
                                  ,
and that such Rights Certificate be delivered to
                                 ,
whose address is
                                            .


 


	
   

  	
  Signature(s):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTE:

  	
  The above
  signature(s) must correspond with the name written upon the face of this
  Rights Certificate in every particular, without alteration or enlarge­ment or
  any change whatever.  If the Rights
  are held of record by two or more joint owners, all such owners must sign.

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
   

  
							



 


B-1

















 


FORM OF ASSIGNMENT


 


 


[To be signed
only upon assignment of Rights Certificate]


 


FOR VALUE
RECEIVED,
                                             
hereby sells, assigns and transfers unto
                                             
whose address is
                                                
and whose social security number or other identifying number is
                                                        ,
the within Rights Certificate, together with all right, title and interest
therein and to the Rights represented thereby, and does hereby irrevocably
constitute and appoint , attorney, to transfer said Rights Certificate on the
books of the within-named Company, with full power of substitution in the
premises.


 


	
   

  	
  Signature(s):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTE:

  	
  The above
  signature(s) must correspond with the name written upon the face of this
  Rights Certificate in every partic­ular, without alteration or enlargement or
  any change whatever. If the Rights are held of record by two or more joint
  own­ers, all such owners must sign.

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
							



 


B-2