EXHIBIT 10.62


 


Micron Technology,
Inc.


8000 S. Federal
Way


Mail Stop 557


Boise, ID 83716


 


2004
Equity Incentive Plan Forms of

Agreement and Terms and Conditions


 


2004 Equity Incentive Plan


Name:  <Employee
Name>


Notice of Award and Restricted
Stock Agreement


ID:


Grant Number:


Address:


 


Effective
(Grant Date), you have been awarded shares of Micron Technology, Inc. (the
Company) Common Stock.


 


This Restricted Stock Award is subject to the
following:


 


1.             The
terms and conditions of this Restricted Stock Agreement and 


 


2.             The
terms and conditions of the 2004 Equity Incentive Plan. 


 


Please review the
Restricted Stock Agreement and 2004 Equity Incentive Plan carefully, as they
contain the terms and conditions which govern your Restricted Stock Award.  In addition, a Prospectus summarizing the
Plan and the Insider Trading Calendar and Policy are available for your review.  Unless sooner vested in accordance with Section 3
of the Restricted Stock Agreement or otherwise in the discretion of the
Committee, the restrictions imposed under Section 2 of the Restricted
Stock Agreement will expire as to the following number of Shares awarded
hereunder, on the following respective dates; provided that Grantee is then
still an employee by the company or any Affiliate:


 


Restriction Lapse Schedule


 


	
  Shares

  	
   

  	
  Date of Expiration of Restrictions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Acknowledgement 


 


Grantee hereby
acknowledges that he/she has reviewed (i) the terms and conditions of this
Restricted Stock Agreement and (ii) the 2004 Equity Incentive Plan and is
familiar with the provisions thereof.  Grantee
acknowledges that a Prospectus relating to the Plan was made available for
review.  Grantee hereby accepts this
Award subject to all of the terms and provisions of the Plan and Restricted
Stock Agreement.  Grantee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under the Plan.


 


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


 





















 


Grantee authorizes Micron Technology, Inc. to release his/her Social
Security Number or Global ID 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 his/her name.  





 


	
   

  	
  MICRON TECHNOLOGY, INC.

  a Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
  [employee]

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 





















 


RESTRICTED STOCK AGREEMENT TERMS AND CONDITIONS


 


1.                                       Grant of Shares.  The
Company hereby grants to the Grantee named on the Notice of Award (“Grantee”),
subject to the restrictions and the other terms and conditions set forth in the
Micron Technology, Inc. 2004 Equity Incentive Plan (the “Plan”) and in this
award agreement (this “Agreement”), the number of shares indicated on the
Notice of Award of the Company’s $0.10 par value common stock (the “Shares”).  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Plan.


 


2.                                       Restrictions.  The Shares are subject to each
of the following restrictions.  “Restricted
Shares” mean those Shares that are subject to the restrictions imposed
hereunder and such restrictions have not then expired or terminated.  Restricted Shares may not be sold,
transferred, exchanged, assigned, pledged, hypothecated or otherwise
encumbered.  If Grantee’s service as a
director of the Company or employment with the Company or any Affiliate
terminates for any reason other than as set forth in paragraph (b) or (c) of Section 3
hereof, then Grantee shall forfeit all of Grantee’s right, title and interest
in and to the Restricted Shares as of the date of termination of such service
or employment, and such Restricted Shares shall revert to the Company.  The restrictions imposed under this Section shall
apply to all shares of the Company’s common stock or other securities issued in
connection with any merger, reorganization, consolidation, recapitalization,
stock dividend or other change in corporate structure affecting or with respect
to the Shares.


 


3.                                       Expiration and Termination of Restrictions.  The
restrictions imposed under Section 2 will expire on the earliest to occur
of the following (the period prior to such expiration being referred to herein
as the “Restricted Period”):


(a)                                  On the respective expiration dates specified
on the Notice of Award as to the number of Shares specified thereon; provided
Grantee is then still employed by the Company or any Affiliate or still serves
as a director of the Company;


(b)                                 Termination of Grantee’s service as a director
of the Company or employment by the Company and all Affiliates by reason of
death or Disability; or


(c)                                  Upon the occurrence of a Change in Control.


 


4.                                       Delivery of Shares.  The
Shares will be registered in the name of Grantee as of the Grant Date and will
be held by the Company during the Restricted Period in certificated or
uncertificated form.  If a certificate
for Restricted Shares is issued during the Restricted Period with respect to
such Shares, such certificate shall be registered in the name of Grantee and
shall bear a legend in substantially the following form:


 


“This
certificate and the shares of stock represented hereby are subject to the terms
and conditions (including forfeiture and restrictions against transfer)
contained in a Restricted Stock Agreement between the registered owner of the
shares represented hereby and Micron Technology, Inc.  Release from such terms and conditions shall
be made only in accordance with the provisions of such Agreement, copies of
which are on file in the offices of Micron Technology, Inc.”


 


Stock
certificates for the Shares, without the above legend, shall be delivered to
Grantee or Grantee’s designee upon request of Grantee after the expiration of
the Restricted Period, but delivery may be postponed for such period as may be
required for the Company with reasonable diligence to comply if deemed
advisable by the Company, with registration requirements under the Securities
Act of 1933, listing requirements under the rules of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.


 


5.                                       Voting and Dividend Rights.  Grantee,
as beneficial owner of the Shares, shall have full voting and dividend rights
with respect to the Shares during and after the Restricted Period.  If Grantee forfeits any rights he may have
under this Agreement in accordance with Section 2, Grantee shall no longer
have any rights as a shareholder with respect to the Restricted Shares or any
interest therein and Grantee shall no longer be entitled to receive dividends
on such stock.


 


6.                                       Changes in Capital Structure.  In the event of a corporate event or transaction
involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
Committee may adjust this award to preserve the benefits or potential benefits
of this award. Without limiting the foregoing, in the event of a
subdivision of the outstanding Stock (stock split), a declaration of a dividend
payable in Stock, or a combination or consolidation of the outstanding Stock
into a lesser number of Shares, the Shares then subject to this Agreement shall
automatically be adjusted proportionately.


 


7.                                       No Right of Continued Employment.  With
respect to a grantee who is employed by the Company or an Affiliate, nothing in
this Agreement shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate such grantee’s employment at any time,
nor confer upon any such grantee any right to continue in the employ of the
Company or any Affiliate.


 


8.                                       Payment of Taxes.  Upon
issuance of the Shares hereunder, Grantee may make an election to be taxed upon
such award under Section 83(b) of the Code.  Grantee will, no later than the date as of
which any amount related to the Shares first becomes includable in Grantee’s
gross income for federal income tax purposes, pay to the Company, or make other
arrangements satisfactory to the Committee regarding payment of, any federal,
state and local taxes of any kind required by law to be withheld with respect
to such amount.  The Committee may permit
Grantee to surrender to the Company a number of Shares from this Award as
necessary to pay the minimum applicable withholding tax obligation.  The obligations of the Company under this
Agreement will be conditional on such payment or arrangements, and the Company,
and, where applicable, its Affiliates will, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to Grantee.


 


9.                                       Amendment.  The Committee may amend, modify
or terminate the Award, Notice of Award and this Agreement without approval of
the Grantee; provided, however, that such amendment, modification or
termination shall not, without the Grantee’s consent, reduce or diminish the value
of this Award determined as if it had been fully vested on the date of such
amendment or termination. 
Notwithstanding anything herein to the contrary, the Company is
authorized, without Grantee’s consent, to amend or interpret this Award, the
Notice of Award and this Agreement certificate to the extent necessary, if any,
to comply with Section 409A of the Code and Treasury regulations and
guidance with respect to such law.


 





















 


10.                                 Plan Controls.  The
terms contained in the Plan are incorporated into and made a part of the Notice
of Award and this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. 
In the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of the Notice of Award and this Agreement, the
provisions of the Plan shall be controlling and determinative.


 


11.                                 Severability.  If any one or more of the
provisions contained in the Notice of Award and this Agreement is deemed to be
invalid, illegal or unenforceable, the other provisions of the Notice of Award
and this Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.


 


12.                                 Notice. Notices and communications under the Notice of Award and this Agreement
must be in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage prepaid.  Notices to the Company must be addressed to:
Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632,
Attn: Secretary, or any other address designated by the Company in a written
notice to Grantee. Notices to Grantee will be directed to the address of
Grantee then currently on file with the Company, or at any other address given
by Grantee in a written notice to the Company.


 





















 


	
  Micron Technology, Inc.

  	
   

  
	
   

  	
   

  
	
  2004 Equity Incentive
  Plan

  	
  Name:

  
	
  Notice of Grant of
  Stock Options and Option Agreement

  	
  Employee Number:

  
	
  Option Number:

  	
  Address:

  



 


Effective             (Grant
Date), you have been granted a Nonqualified Stock Option to purchase             
shares of Micron Technology, Inc. (the Company) Common Stock at $        (USD)
per share.


 


This
Option Grant is subject to the following:


 


1.               The terms and
conditions of this Option Agreement and


2.               The terms and
conditions of the 2004 Equity Incentive Plan.


 


Please
review the Option Agreement and 2004 Equity Incentive Plan
carefully, as they contain the terms and conditions which govern your option.
In addition, a Prospectus summarizing the Plan and the Insider
Trading Calendar and Policy are available for your review.


 


Subject
to your continued employment, this Option may be exercised in whole or in part,
in accordance with the following schedule: 


 




	
  Vesting Schedule

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shares

  	
   

  	
  Vesting Date

  	
   

  	
  Expiraton Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


Termination Period


 


This
Option may be exercised for 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 will be 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.


 


Acknowledgement


 


Optionee
hereby acknowledges that he/she has reviewed (i) the terms and conditions of
this Option Agreement and 2004 Equity Incentive Plan (ii) the and
is familiar with the provisions thereof. Optionee hereby accepts this Option
subject to all of the terms and provisions of the Plan and Option Agreement.
Optionee acknowledges that a Prospectus relating to the Plan was made
available for review.  Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan.


 


Optionee
acknowledges 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.


 





















 


Optionee
authorizes Micron Technology, Inc. to release his/her Social Security Number or
Global ID 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 his/her name.


 


After
accepting this agreement, you will receive an e-mail summarizing the terms of
this Grant. Please print your e-mail confirmation.


 


To
accept or reject this Option Agreement, click below:


 


Accept            Reject


 





















 


OPTION AGREEMENT


TERMS AND CONDITIONS


 


1.               Grant of Option.  Micron Technology, Inc. (the “Company”)
hereby grants to the Optionee named on the Notice of Grant (“Optionee”), under
the Micron Technology, Inc. 2004 Equity Incentive Plan (the “Plan”), stock
options to purchase from the Company (the “Options”), on the terms and on
conditions set forth in this agreement (this “Agreement”), the number of shares
indicated on the Notice of Grant of the Company’s $0.10 par value common stock,
at the exercise price per share set forth on the Notice of Grant.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Plan.


 


2.               Vesting of
Options.  The Option shall vest
(become exercisable) in accordance with the schedule shown on the Notice
of Grant of this Agreement. Notwithstanding the foregoing vesting schedule,
upon Optionee’s death or Disability during his or her Continuous Status as a
Participant, or upon a Change in Control, all Options shall become fully vested
and exercisable.


 


3.               Term of Options
and Limitations on Right to Exercise. 
The term of the Options will be for a period of ten years, expiring at
5:00 p.m., Mountain Time, on the tenth anniversary of the Grant Date (the
“Expiration Date”).  To the extent not
previously exercised, the Options will lapse prior to the Expiration Date upon
the earliest to occur of the following circumstances:


 


(a)          Thirty days after the
termination of Optionee’s Continuous Status as a Participant for any reason
other than by reason of Optionee’s death or Disability.


 


(b)         Twelve
months after termination of Optionee’s Continuous Status as Participant by
reason of Disability.


 


(c)          Twelve months after the date of Optionee’s death, if Optionee dies while
employed, or during the three-month period described in subsection (a)
above or during the twelve-month period described in subsection (b) above
and before the Options otherwise lapse. 
Upon Optionee’s death, the Options may be exercised by Optionee’s
beneficiary designated pursuant to the Plan.


 


The Committee may, prior
to the lapse of the Options under the circumstances described in paragraphs
(a), (b) or (c) above, extend the time to exercise the Options as determined by
the Committee in writing.  If Optionee
returns to employment with the Company during the designated post-termination
exercise period, then Optionee shall be restored to the status Optionee held
prior to such termination but no vesting credit will be earned for any period
Optionee was not in Continuous Status as a Participant.  If Optionee or his or her beneficiary
exercises an Option after termination of service, the Options may be exercised
only with respect to the Shares that were otherwise vested on Optionee’s
termination of service.


 


4.               Exercise of
Option.  The Options shall be
exercised by (a) written notice directed to the Global Stock Department of the
Company or its designee at the address and in the form specified by the Company
from time to time and (b) payment to the Company in full for the Shares subject
to such exercise (unless the exercise is a broker-assisted cashless exercise,
as described below).  If the person
exercising an Option is not Optionee, such person shall also deliver with the
notice of exercise appropriate proof of his or her right to exercise the
Option.  Payment for such Shares may be,
in (a) cash, (b) in the discretion of the Company, Shares previously acquired
by the purchaser, which have been held by the purchaser for at least such
period of time, if any, as necessary to avoid the recognition of an expense
under generally accepted accounting principles as a result of the exercise of
the Option, or (c) any combination thereof, for the number of Shares specified
in such written notice.  The value of
surrendered Shares for this purpose shall be the Fair Market Value as of the
last trading day immediately prior to the exercise date.  To the extent permitted under Regulation T of
the Federal Reserve Board, and subject to applicable securities laws and any
limitations as may be applied from time to time by the Committee (which need
not be uniform), the Options may be exercised through a broker in a so-called
“cashless exercise” whereby the broker sells the Option Shares on behalf of
Optionee and delivers cash sales proceeds to the Company in payment of the
exercise price.  In such case, the date
of exercise shall be deemed to be the date on which notice of exercise is
received by the Company and the exercise price shall be delivered to the
Company by the settlement date.


 


5.               Beneficiary
Designation.  Optionee may, in the
manner determined by the Committee, designate a beneficiary to exercise the
rights of Optionee hereunder and to receive any distribution with respect to
the Options upon Optionee’s death.  A
beneficiary, legal guardian, legal representative, or other person claiming any
rights hereunder is subject to all terms and conditions of this Agreement and
the Plan, and to any additional restrictions deemed necessary or appropriate by
the Committee.  If no beneficiary has
been designated or survives Optionee, the Options may be exercised by the legal
representative of Optionee’s estate, and payment shall be made to Optionee’s
estate.  Subject to the foregoing, a
beneficiary designation may be changed or revoked by Optionee at any time
provided the change or revocation is filed with the Company.


 


6.               Withholding.  The Company or any employer Affiliate has the
authority and the right to deduct or withhold, or require Optionee to remit to
the employer, an amount sufficient to satisfy federal, state, and local taxes
(including Optionee’s FICA obligation) required by law to be withheld with
respect to any taxable event arising as a result of the exercise of the
Options.  The withholding requirement may
be satisfied, in whole or in part, at the election of the Company, by
withholding from the Options Shares having a Fair Market Value on the date of
withholding equal to the minimum amount (and not any greater amount) required
to be withheld for tax purposes, all in accordance with such procedures as the
Company establishes.  If Shares are
surrendered to satisfy withholding obligations in excess of the minimum
withholding obligation, such Shares must have been held by the purchaser as
fully vested shares for at least such period of time, if any, as necessary to
avoid the recognition of an expense under generally accepted accounting
principles.  The Company has the
authority to require Optionee to remit cash to the Company in lieu of the
surrender of Shares for tax withholding obligations if the surrender of Shares
in satisfaction of such withholding obligations would result in the Company’s
recognition of expense under generally accepted accounting principles.


 


7.               Limitation of
Rights.  The Options do not confer to
Optionee or Optionee’s beneficiary designated pursuant to Paragraph 5 any
rights of a shareholder of the Company unless and until Shares are in fact
issued to such person in connection with the exercise of the Options.  Nothing in this Agreement shall interfere
with or limit in any way the right of the Company or any Affiliate to terminate
Optionee’s service at any time, nor confer upon Optionee any right to continue
in the service of the Company or any Affiliate.


 


8.               Stock Reserve.  The Company shall at all times during the
term of this Agreement reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of this Agreement.


 


9.               Restrictions on
Transfer and Pledge.  No right or
interest of Optionee in the Options may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of Optionee to any other party
other than the Company or an Affiliate. 
The Options are not assignable or transferable by Optionee other than by
will or the laws of descent and distribution or pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Option under the Plan; provided, however,


 





















 


that the Committee may
(but need not) permit other transfers. 
The Options may be exercised during the lifetime of Optionee only by
Optionee or any permitted transferee.


 


10.         Restrictions on
Issuance of Shares.  If at any time
the Committee shall determine in its discretion, that registration, listing or
qualification of the Shares covered by the Options upon any Exchange or under
any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition to the exercise of the Options, the
Options may not be exercised in whole or in part unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.


 


11.  Amendment.  The Committee may amend, modify or terminate
this Agreement without approval of the Optionee; provided, however, that such
amendment, modification or termination shall not, without the Optionee’s
consent, reduce or diminish the value of this award determined as if it had
been fully vested and exercised on the date of such amendment or termination
(with the per-share value being calculated as the excess, if any, of the Fair
Market Value over the exercise price of the Options).  Notwithstanding anything herein to the contrary,
the Company is authorized, without Grantee’s consent, to amend or interpret
this Agreement to the extent necessary, if any, to comply with Section 409A
of the Code and Treasury regulations and guidance with respect to such law.


 


12.         Plan Controls.  The
terms and conditions contained in the Plan are incorporated into and made a
part of this Agreement and this Agreement shall be governed by and construed in
accordance with the Plan.  In the event
of any actual or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be controlling
and determinative.


 


13.         Successors.  This Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Agreement and
the Plan.


 


14.         Severability.  If any one or more of the provisions
contained in this Agreement is invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.


 


15.         Notice.  Notices and communications under this
Agreement must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage
prepaid.  Notices to the Company must be
addressed to: Micron Technology, Inc., 8000
S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Secretary, or
any other address designated by the Company in a written notice to Optionee.
Notices to Optionee will be directed to the address of Optionee then currently
on file with the Company, or at any other address given by Optionee in a
written notice to the Company.