EXHIBIT 10.64


 


Micron Technology, Inc.


8000 S. Federal Way


Mail Stop 557


Boise, ID 83716


 


Nonstatutory Stock Option Plan

Form of Agreement and

Terms and Conditions


 


Pursuant to the terms and conditions of the Company’s Nonstatutory 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:

  	
   

  	
   

  
							



 





















 


NONSTATUTORY STOCK OPTION PLAN TERMS AND CONDITIONS


 


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 Nonstatutory 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(b)
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.


 


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 an Optionee’s death,
disability or other termination of Optionee’s employment or 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 Option is granted under and governed by the terms and conditions of the
Plan, this 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:  10/19/01