EXHIBIT 10.63


 


Micron Technology, Inc.


8000 S. Federal Way


Mail Stop 557


Boise, ID 83716


 


1994 Stock Option Plan

Form of Agreement and

Terms and Conditions


 


Pursuant to the terms and conditions of the Company’s 1994 Stock Option Plan (the ‘Plan’), you have been granted a
Non-Qualified Stock Option to purchase shares (the ‘Option’) of stock as
outlined below.


 


	
  Granted To:     [EMPLOYEE]

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
  Options Granted:

  	
   

  	
   

  
	
  Option Price per
  Share: $

  	
   

  	
  Total Cost to
  Exercise: $

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
   

  



 


This
option may be exercised for thirty (30) days after termination of the Optionee’s
employment or consulting relationship with the Company.  Upon the death or disability of the Optionee,
this Option may be exercised for such longer period as provided in the
Plan.  In no event shall this option be
exercised later than the Expiration date as provided above.


 


By my
signature below, I hereby acknowledge receipt of this Option granted on the
date shown above, which has
been issued to me under the terms and conditions of the Plan.  I further acknowledge receipt of the copy of
the Plan and agree to conform to all of the terms and conditions of the Option
and the Plan.


 


I
acknowledge that the grant or acceptance of this Option do not constitute an
employment agreement and do not assure continuous employment with Micron
Technology, Inc., its affiliated companies, or subsidiaries.


 


I
authorize Micron Technology, Inc. to release my Social Security Number and
address information to the Company’s Broker who has agreed to provide brokerage
service for stock plan participants for the purposes of opening an account
under my name.


 


 


	
   

  	
  MICRON
  TECHNOLOGY, INC.

  a Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
  [employee]

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
									



 





















 


1994 STOCK OPTION PLAN TERMS AND
CONDITIONS OF NOTICE OF GRANT


 


Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.


 


I.                                         OPTIONEE


 


The Optionee named on the
Notice of Grant on the reverse side hereof has been granted an option to
purchase Common Stock of the Company, subject to the terms and conditions of
the 1994 Stock Option Plan (the “Plan”), and this Option Agreement.


 


II.                                     AGREEMENT


 


1.                                       Grant of Option.  The
Plan Administrator of the Company hereby grants to the Optionee (the “Optionee”),
an option (the “Option”) to purchase the number of Shares, as set forth in the
Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the “Exercise Price”), subject to the terms and conditions of the Plan,
which is incorporated herein by reference. 
Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.


 


If designated in the Notice
of Grant as an Incentive Stock Option (“ISO”), this Option is intended to
qualify as an Incentive Stock Option under Section 422 of the Code.  However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).


 


2.                                       Exercise of Option.


 


(a)                                  Right to Exercise.  This
Option is exercisable during its term in accordance with the Vesting Schedule set
out in the Notice of Grant and the applicable provisions of the Plan and this
Option Agreement.  In the event of
Optionee’s death, Disability or other termination of Optionee’s employment
consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.


 


(b)                                 Method of Exercise.  This
Option is exercisable by delivery of an exercise notice, substantially in a
form approved by the Company (the “Exercise Notice), which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the “Exercise Shares”), and such other
representations and agreements as may be required by the Company pursuant to
the provisions of the Plan.  The Exercise
Notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. 
The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. 
This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.


 


No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and exercise complies with all relevant
provisions of law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed. 
Assuming such compliance, for income tax purposes the Exercise Shares
shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercise Shares.


 


3.                                       Method of Payment. 
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:


 


(a)                                  cash;


 


(b)                                 check; or,


 


(c)                                  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 of loan proceeds required to pay the
exercise price.


 


4.                                       Non-Transferability of Option.  This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Optionee only by the Optionee.  The terms
of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.


 


5.                                       Term of Option.  This
Option may be exercised only within the term set out in the Notice of Grant,
and may be exercised during such term only in accordance with the Plan and the
terms of this Option Agreement.


 





















 


6.                                       Entire Agreement; Governing Law.  The
Plan is incorporated herein by reference. 
The Plan, this Option Agreement and Notice of Grant constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee’s interest except by means of a writing
signed by the Company and Optionee.  This
agreement is governed by Delaware law except for that body of law pertaining to
conflict of laws.


 


By your acceptance of this
agreement, you agree that the Options is granted under and governed by the
terms and conditions of the Plan, the Option Agreement and Notice of
Grant.  Optionee has reviewed the Plan,
this Option Agreement and Notice of Grant in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan, this Option
Agreement and Notice of Grant.  Optionee
hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions relating to the Plan and Option
Agreement.  Optionee further agrees to
notify the Company upon any change in the Optionee’s residence address by
contacting the Company’s Stock Administration Department.


 


 


Revised:  9/11/2001