exhibit4-2.htm


     

    Exhibit
      4.2


    2007
      Equity Incentive Plan

    Name:  <Employee
      Name>

    Notice
      of Award and Restricted Stock Unit Agreement

    ID:

    Grant
      Number:

    Address:

    


    Effective
      (Grant Date), you have been awarded ______ restricted stock units which are
      convertible into shares of Micron Technology, Inc. (the Company) Common
      Stock.

    


    This
      Restricted Stock Unit Award is subject to the following:

    


    1.  The
      terms and conditions
      of the Restricted Stock Unit Award Agreement, and

    2.  The
      terms and conditions
      of the 2007 Equity Incentive Plan (the “Plan”).

    


    Please
      review the Restricted Stock Unit Agreement and the Plan carefully, as they
      contain the terms and conditions which govern your Restricted Stock Unit
      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 Unit
      Agreement or otherwise in the discretion of the Committee, the restricted stock
      units shall vest (become non-forfeitable) on the following respective dates;
      provided Grantee is then still employed by the Company or any Affiliate, or
      if
      the Units were granted to Grantee in the capacity of a director of the Company,
      Grantee then still serves as a director of the Company.

    


    
      	
              VestingSchedule

            
	
              Units

            	
              Vesting
                Date

            
	 	 
	 	 
	 	 
	 	 


    

    


    Acknowledgement

    


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

    


    Grantee
      authorizes the Company 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 Plan participants for the purposes of opening an account
      under his/her name.

    


    After
      accepting this Award and the Restricted Stock Unit Agreement, you will receive
      an e-mail summarizing the terms of this Award. Please print your e-mail
      confirmation.

    


    To
      accept
      or reject this Award and the Restricted Stock Unit Agreement, click
      below:

    


    Accept         Reject


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RESTRICTED
      STOCK UNIT AGREEMENT

    TERMS
      AND CONDITIONS

    


    1.  Grant
      of
      Units.  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 Plan and in this award agreement (this “Agreement”),
      the number of restricted stock units indicated on the Notice of Award (the
      “Units”), which represent the right to receive an equal number of shares of the
      Company’s $0.10 par value common stock (“Stock”) on the terms set forth in this
      Agreement.  Capitalized terms used herein and not otherwise defined
      shall have the meanings assigned to such terms in the Plan.

    


    2.  Vesting
      of
      Units.  The Units have been credited to a bookkeeping account
      on behalf of Grantee.  The Units will vest and become non-forfeitable
      on the earliest to occur of the following (the “Vesting Date”):

    
      	
               

            	
              (a)

            	
              as
                to the percentages of the Units specified contained in the vesting
                schedule hereof, on the respective dates specified contained in the
                vesting schedule hereof; provided Grantee is then still employed
                by the
                Company or any Affiliate or, if the Units were granted to Grantee
                in the
                capacity of a director of the Company, Grantee still serves as a
                director
                of the Company; or 

            


    

    
      	
               

            	
              (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.


            


    

    


    If
      Grantee’s service terminates prior
      to the Vesting Date for any reason other than as described in (b) above, Grantee
      shall forfeit all right, title and interest in and to the unvested Units as
      of
      the date of such termination of service and the unvested Units will be
      reconveyed to the Company without further consideration or any act or action
      by
      Grantee.  For purpose of Section 409A of the Code, any reference
      herein to Grantee’s “termination of employment” or “termination of service” or
      similar words shall be interpreted to mean Grantee’s “separation from service”
as defined in Code section 409A and Treasury regulations and guidance with
      respect to such law.

    


    3.  Conversion
      to
      Stock.  Unless the Units are forfeited prior to the Vesting
      Date as provided in section 2 above, the Units will be converted to actual
      shares of Stock on the Vesting Date (the “Conversion Date”).  Shares
      of Stock will be registered on the books of the Company in Grantee’s name as of
      the Conversion Date.  Stock certificates for the shares of Stock shall
      be delivered to Grantee upon request, 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.

    


    4.  Dividend
      Equivalents.  If and when dividends or other distributions are
      paid with respect to the Stock while the Units are outstanding, the dollar
      amount or fair market value of such dividends or distributions with respect
      to
      the number of shares of Stock then underlying the Units shall be paid to Grantee
      within 30 days after the payment date of such dividend or distribution to
      stockholders.

    


    5.  Changes
      in Capital
      Structure.  In the event the Stock shall be changed into or
      exchanged for a different number or class of shares of stock or securities
      of
      the Company or of another company, whether through reorganization,
      recapitalization, statutory share exchange, reclassification, stock split-up,
      combination of shares, merger or consolidation, or otherwise, there shall be
      substituted for each share of Stock then underlying a Unit subject to this
      Agreement the number and class of shares into which each outstanding share
      of
      Stock shall be so exchanged. In addition, the adjustment provisions of Article
      15 of the Plan shall specifically apply to this Award.

    


    6.  Restrictions
      on
      Transfer.  No right or interest of Grantee in the Units may be
      pledged, hypothecated or otherwise encumbered to or in favor of any party other
      than the Company or an Affiliate, or be subjected to any lien, obligation or
      liability of Grantee to any other party other than the Company or an
      Affiliate.  Units are not assignable or transferable by Grantee 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; but the
      Committee may permit other transfers in accordance with the Plan.

    


    7.  Limitation
      of
      Rights.  The Units do not confer to Grantee or Grantee’s
      beneficiary any rights of a stockholder of the Company unless and until shares
      of Stock are in fact issued to such person in connection with the
      Units.  Nothing in this Agreement shall interfere with or limit in any
      way the right of the Company or any Affiliate to terminate Grantee’s service at
      any time, nor confer upon Grantee any right to continue in service of the
      Company or any Affiliate.  Grantee waives all and any rights to any
      compensation or damages for the termination of Grantee's office or employment
      with the Company or an Affiliate for any reason (including unlawful termination
      of employment) insofar as those rights arise from Grantee ceasing to have rights
      in relation to the Units as a result of that termination or from the loss or
      diminution in value of such rights.  The grant of the Units does not
      give Grantee any right to participate in any future grants of share incentive
      awards.

    


    8.  Payment
      of
      Taxes.  Grantee will, no later than the date as of which any
      amount related to the Units 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 (including Grantee’s FICA obligation) required by law to be
      withheld with respect to such amount.  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.  The withholding requirement may be
      satisfied, in whole or in part, at the election of the Company, by withholding
      from the Award 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.

     

    9.  Amendment.  The
      Committee may amend, modify or terminate the Award, Notice of Award and this
      Agreement without approval of Grantee; provided, however, that such
      amendment, modification or termination shall not, without Grantee’s consent,
      reduce or diminish the value of this award determined as if it had been fully
      vested (i.e., as if all restrictions on the Units hereunder had expired) on
      the
      date of such amendment or termination.  Notwithstanding anything
      herein to the contrary, the Committee may, without Grantee’s consent, amend or
      interpret this Agreement to the extent necessary 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 shall be and are
      hereby 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 approved Plan and the provisions of the Notice of Award
      or
      this Agreement, the provisions of the Plan shall be controlling and
      determinative.

    


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

    


    12.  Severability.  If
      any one or more of the provisions contained in the Notice of Award or 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.

    


    13.  Notice.  Notices
      hereunder 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 South Federal Way, Boise, Idaho 83706-9632; 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.

    


    14.  Data
      processing.  By accepting the Units, Grantee gives explicit
      consent to the Company to process any such personal data and to transfer any
      such personal data outside the country in which Grantee works or is employed,
      including to the United States, to transferees who shall include the Company
      and
      other persons who are designated by the Company to administer the
      Plan.


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2007
      Equity Incentive
      Plan

    Name:   <Employee
      Name>

    Notice
      of Grant of Stock Options
      and
      OptionAgreement

    ID:

    Grant
      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 the Option Agreement and

    2.  The
      terms and conditions of the 2007 Equity Incentive Plan (the
“Plan”).

    


    Please
      review the Option Agreement and the 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

            	
               Expiration
                Date

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    Termination
      Period

    


    This
      Option may be exercised for 30 days after termination of Optionee's employment
      or consulting relationship with the Company for any reason other than by reason
      of Optionee’s death or Disability. Upon the death or Disability of Optionee,
      this Option may be exercised for such longer period as provided in this Option
      Agreement. 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 (ii) the Plan, and
      is familiar
      with the provisions thereof. Optionee hereby accepts this Option subject to
      all
      of the terms and provisions of the Option Agreement and the Plan. 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
      Committee 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 or other service
      with the Company or any of its Affiliates.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Optionee
      authorizes the Company 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 Plan participants for the purposes of opening an account
      under his/her name.

    


    After
      accepting this Option and the Option Agreement, you will receive an e-mail
      summarizing the terms of this Award. Please print your e-mail
      confirmation.

    


    To
      accept
      or reject this Option and the Option Agreement, click below:

    


    Accept         Reject


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OPTION
      AGREEMENT

    TERMS
      AND CONDITIONS

    


    1.  Grant
      of
      Option.  The Company hereby grants to the Optionee named on the
      Notice of Grant (“Optionee”), under 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. 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 six years, expiring at 5:00 p.m., Mountain Time, on the
      sixth
      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 thirty day 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, but in no event beyond the
      Expiration Date.  If Optionee returns to service 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) Shares previously acquired by the purchaser, (c) withholding
      of
      Shares from the Option, or (d) any combination thereof, for the number of Shares
      specified in such written notice.  The value of surrendered or
      withheld 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.

    


    7.  Limitation
      of
      Rights.  The Options do not confer to Optionee or Optionee’s
      beneficiary designated pursuant to Paragraph 5 any rights of a stockholder
      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 the Award, Notice
      of Grant and this Agreement
      without
      approval of Optionee; provided, however, that such amendment, modification
      or
      termination shall not, without 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).

    


    12.  Plan
      Controls.  The terms and conditions contained in the Plan are
      incorporated into and made a part of the Notice of Grant and this Agreement,
      and
      the Notice of Grant 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
      Grant or 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 the Notice of Grant or this
      Agreement is invalid, illegal or unenforceable, the other provisions of Notice
      of Grant and 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 the Notice of Grant 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
      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.

    


    16.  Data
      processing. By
      accepting this Award, Optionee gives explicit consent to the Company to process
      any such personal data and to transfer any such personal data outside the
      country in which Optionee works or is employed, including to the United States,
      to transferees who shall include the Company and other persons who are
      designated by the Company to administer the Plan.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2007
      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 2007 Equity Incentive Plan (the “Plan”).

    


    Please
      review the Restricted Stock
      Agreement and the 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, or if the Shares were granted to Grantee in
      the
      capacity of a director of the Company, Grantee then still serves as a director
      of the Company:

    


    
      	
              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 Plan and is familiar with the provisions thereof.  Grantee
      hereby accepts this Award subject to all the terms and provisions of the
      Restricted Stock Agreement and the Plan.  Grantee acknowledges that a
      Prospectus relating to the Plan was made available for
      review.  Grantee hereby agrees to accept as binding, conclusive and
      final all decisions or interpretations of the Committee 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 the Company or any of its
      Affiliates.  Grantee authorizes the Company 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 Plan participants for the purposes
      of opening an account under his/her name.

    


    After
      accepting this Award and the Restricted Stock Agreement, you will receive an
      e-mail summarizing the terms of this Award. Please print your e-mail
      confirmation.

    


    To
      accept
      or reject this Award and the Restricted Stock Agreement, click
      below:

    


    Accept         Reject


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 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) 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 without further
      consideration or any act or action by Grantee.  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, if the Shares were granted
                to
                Grantee in the capacity of a director of the Company, Grantee 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 an 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 stockholder 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.  The adjustment provisions of Article 15 of the Plan
      shall specifically apply to this Award.

    


    7.  Limitation
      of
      Rights.  Nothing in this Agreement shall interfere with or
      limit in any way the right of the Company or any Affiliate to terminate
      Grantee’s service at any time, nor confer upon Grantee any right to continue in
      service of the Company or any Affiliate.  Grantee waives all and any
      rights to any compensation or damages for the termination of Grantee's office
      or
      employment with the Company or an Affiliate for any reason (including unlawful
      termination of employment) insofar as those rights arise from Grantee ceasing
      to
      have rights in relation to the Shares as a result of that termination or from
      the loss or diminution in value of such rights.  The grant of the
      Shares does not give Grantee any right to participate in any future grants
      of
      share incentive awards.

    


    8.  Payment
      of
      Taxes.  No later than 30 days after the date of grant 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 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.  The withholding requirement may be satisfied, in whole or in
      part, at the election of the Company, by allowing Grantee to surrender to the
      Company a number of Shares from this Award 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.

    


    9. Amendment.  The
      Committee may amend,
      modify or terminate the Award, Notice of Award and this Agreement without
      approval of Grantee; provided, however, that such amendment, modification or
      termination shall not, without 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.

    


    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 or this
      Agreement, the provisions of the Plan shall be controlling and
      determinative.

    


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

    


    12.  Severability.  If
      any one or more of the provisions contained in the Notice of Award or 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.

    


    13. 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.

    


    14.  Data
      processing. By
      accepting this Award, Grantee gives explicit consent to the Company to process
      any such personal data and to transfer any such personal data outside the
      country in which Grantee works or is employed, including to the United States,
      to transferees who shall include the Company and other persons who are
      designated by the Company to administer the Plan.