Exhibit 4.2


 


 


 


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;


 


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


 


(vii)         to reduce the
exercise price of any Option to the then current Fair Market Value if the Fair
Market Value of the Common Stock covered by such Option shall have declined
since the date the Option was granted;


 


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


 


(ix)           to prescribe,
amend, and rescind rules and regulations relating to the Plan, including rules
and regulations relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws;


 


(x)            to modify or amend
each Option (subject to Section 14(b) of the Plan), including the discretionary
authority to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan;


 


(xi)           to authorize any
person to execute on behalf of the Company any instrument required to effect
the grant of an Option previously granted by the Administrator;


 


(xii)          to institute an
Option Exchange Program;


 


(xiii)         to allow Optionees
to satisfy withholding tax obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the amount required to be withheld; and


 


(xiv)        to make all other
determinations deemed necessary or advisable for administering the Plan.


 


(c)           Effect of
Administrator’s Decision.  The
Administrator’s decisions, determinations, and interpretations shall be final
and binding on all Optionees and any other holders of Options.


 


5.             Eligibility.  Options may be granted to Employees and
Consultants.


 


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


 


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7.             Term of Plan.  The Plan shall become effective upon its
adoption by the Board.  It shall
continue in effect until terminated under Section 14 of the Plan.


 


8.             Term of Option.  The term of each Option shall be stated in
the Notice of Grant.


 


9.             Option Exercise
Price and Consideration.


 


(a)           Exercise Price.  The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, 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,


 


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after termination, the Optionee does not exercise his or her option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.


 


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


 


(e)           Suspension.   Any Optionee who is also a participant in
the Retirement at Micron (“RAM”) Section 401(k) Plan and who requests and
receives a hardship distribution from the RAM Plan, is prohibited from making,
and must suspend, his or her employee elective contributions and employee
contributions including, without limitation on the foregoing, the exercise of
any Option granted from the date of receipt by that employee of the RAM
hardship distribution.


 


11.           Non-Transferability
of Options.  Unless otherwise
specified by the Administrator in the Option Agreement, an Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.


 


12.           Adjustments Upon
Changes in Capitalization, Dissolution, Merger, or Asset Sale.


 


(a)           Changes in
Capitalization.  Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of issued
shares of Common Stock which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
effected without receipt of consideration. 
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding, and conclusive.  Except as expressly provided herein, no issuance by the 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


 


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previously
granted, nor may an amendment make any change in any option theretofore granted
which adversely affects the rights of any Optionee, nor 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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