exhibit4-1.htm


    EXHIBIT
      4.1

    


    


    MICRON
      TECHNOLOGY, INC.

    2007
      EQUITY INCENTIVE PLAN

    


    ARTICLE
      1

    PURPOSE

     

    1.1.           
      GENERAL.  The
      purpose of the Micron Technology, Inc. 2007 Equity Incentive Plan (the
      "Plan") is to promote the success, and enhance the value, of Micron
      Technology, Inc. (the "Company"), by linking the personal interests of
      employees, non-employee directors and consultants of the Company or any
      Affiliate (as defined below) to those of Company stockholders and by providing
      such persons with an incentive for outstanding performance. The Plan is further
      intended to provide flexibility to the Company in its ability to motivate,
      attract, and retain the services of employees, non-employee directors and
      consultants upon whose judgment, interest, and special effort the successful
      conduct of the Company's operation is largely dependent. Accordingly, the Plan
      permits the grant of incentive awards from time to time to selected employees,
      non-employee directors and consultants of the Company and its Affiliates;
      provided, however, that no officer, including without limitation the chief
      executive officer of the Company, is eligible to be a Participant in the
      Plan.

    


    ARTICLE
      2

    DEFINITIONS

     

    2.1.           
      DEFINITIONS.  When
      a word or phrase appears in this Plan with the initial letter capitalized,
      and
      the word or phrase does not commence a sentence, the word or phrase shall
      generally be given the meaning ascribed to it in this Section or in
      Section 1.1 unless a clearly different meaning is required by the context.
      The following words and phrases shall have the following meanings:

    


    (a)          
      "Affiliate" means (i) any Subsidiary or Parent, or (ii) an entity that
      directly or through one or more intermediaries controls, is controlled by or
      is
      under common control with, the Company, as determined by the
      Committee.

    


    (b)          
      "Award" means any Option, Stock Appreciation Right, Restricted Stock Award,
      Restricted Stock Unit Award, Deferred Stock Unit Award, Performance Share,
      Dividend Equivalent Award, Other Stock-Based Award, or any other right or
      interest relating to Stock or cash, granted to a Participant under the
      Plan.

    


    (c)          
      "Award Certificate" means a written document, in such form as the Committee
      prescribes from time to time, setting forth the terms and conditions of an
      Award. Award Certificates may be in the form of individual award agreements
      or
      certificates or a program document describing the terms and provisions of an
      Awards or series of Awards under the Plan. The Committee may provide for the
      use
      of electronic, internet or other non-paper Award Certificates, and the use
      of
      electronic, internet or other non-paper means for the acceptance thereof and
      actions thereunder by a Participant.

    


    (d)          
      "Board" means the Board of Directors of the Company.

    


    (e)          
      "Change in Control" means and includes the occurrence of any one of the
      following events:

    


    (i)        
      individuals who, on the Effective Date, constitute the Board of Directors of
      the
      Company (the "Incumbent Directors") cease for any reason to constitute at least
      a majority of such Board, provided that any person becoming a director after
      the
      Effective Date and whose election or nomination for election was approved by
      a
      vote of at least a majority of the Incumbent Directors then on the Board shall
      be an Incumbent Director; provided, however,
      that no individual
      initially elected or nominated as a director of the Company as a result of
      an
      actual or threatened election contest with respect to the election or removal
      of
      directors ("Election Contest") or other actual or threatened solicitation of
      proxies or consents by or on behalf of any Person other than the Board ("Proxy
      Contest"), including by reason of any agreement 

     

    
      
        
        

      

      
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    intended
      to avoid or settle any Election Contest or Proxy Contest, shall be deemed an
      Incumbent Director; or

    


    (ii)        
      any person is or becomes a "beneficial owner" (as defined in Rule 13d-3
      under the 1934 Act), directly or indirectly, of either (A) 35% or more of
      the then-outstanding shares of common stock of the Company ("Company Common
      Stock") or (B) securities of the Company representing 35% or more of the
      combined voting power of the Company's then outstanding securities eligible
      to
      vote for the election of directors (the "Company Voting Securities"); provided, however,
      that for purposes of
      this subsection (ii), the following acquisitions shall not constitute a Change
      in Control: (w) an acquisition directly from the Company, (x) an
      acquisition by the Company or a Subsidiary of the Company, (y) an
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company or any Subsidiary of the Company, or (z) an
      acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection
      (iii) below); or

    


    (iii)                  
      the consummation of a reorganization, merger, consolidation, statutory share
      exchange or similar form of corporate transaction involving the Company or
      a
      Subsidiary (a "Reorganization"), or the sale or other disposition of all or
      substantially all of the Company's assets (a "Sale") or the acquisition of
      assets or stock of another corporation (an "Acquisition"), unless immediately
      following such Reorganization, Sale or Acquisition: (A) all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the outstanding Company Common Stock and outstanding
      Company Voting Securities immediately prior to such Reorganization, Sale or
      Acquisition beneficially own, directly or indirectly, more than 50% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Reorganization, Sale or Acquisition (including, without
      limitation, a corporation which as a result of such transaction owns the Company
      or all or substantially all of the Company's assets or stock either directly
      or
      through one or more subsidiaries, the "Surviving Corporation") in substantially
      the same proportions as their ownership, immediately prior to such
      Reorganization, Sale or Acquisition, of the outstanding Company Common Stock
      and
      the outstanding Company Voting Securities, as the case may be, and (B) no
      person (other than (x) the Company or any Subsidiary of the Company,
      (y) the Surviving Corporation or its ultimate parent corporation, or
      (z) any employee benefit plan or related trust) sponsored or maintained by
      any of the foregoing is the beneficial owner, directly or indirectly, of 35%
      or
      more of the total common stock or 35% or more of the total voting power of
      the
      outstanding voting securities eligible to elect directors of the Surviving
      Corporation, and (C) at least a majority of the members of the board of
      directors of the Surviving Corporation were Incumbent Directors at the time
      of
      the Board's approval of the execution of the initial agreement providing for
      such Reorganization, Sale or Acquisition (any Reorganization, Sale or
      Acquisition which satisfies all of the criteria specified in (A), (B) and
      (C) above shall be deemed to be a "Non-Qualifying Transaction");
      or

    


    (iv)                  
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company.

    


    (f)          
      "Code" means the Internal Revenue Code of 1986, as amended from time to time.
      Reference to a specific Section of the Code or regulation thereunder shall
      include such Section or regulation, any valid regulation promulgated under
      such
      Section, and any comparable provision of any future law, legislation or
      regulation amending, supplementing or superseding such Section or
      regulation.

    


    (g)          "Committee"
      means the committee of the Board described in Article 4.

    


    (h)          "Company"
      means Micron Technology, Inc., a Delaware corporation, or any successor
      corporation.

    


    (i)          
      "Continuous Status as a Participant" means the absence of any interruption
      or
      termination of service as an employee, officer, consultant or non-employee
      director of the Company or any Affiliate, as applicable; provided, however,
      that
      for purposes of an Incentive Stock Option, or a Stock Appreciation Right issued
      in tandem with an Incentive Stock Option, "Continuous Status as a Participant"
      means the absence of any interruption or termination of service as an employee
      of the Company or any Parent or 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Subsidiary,
      as applicable, pursuant to applicable tax regulations. Continuous Status as
      a
      Participant shall not be considered interrupted in the case of any leave of
      absence authorized in writing by the Company prior to its commencement;
      provided, however, that for purposes of Incentive Stock Options, no such leave
      may exceed 90 days, unless reemployment upon expiration of such leave is
      guaranteed by statute or contract. If reemployment upon expiration of a leave
      of
      absence approved by the Company is not so guaranteed, on the 91st day of such
      leave any Incentive Stock Option held by the Participant shall cease to be
      treated as an Incentive Stock Option and shall be treated for tax purposes
      as a
      Nonstatutory Stock Option.

    


    (j)          
      "Covered Employee" means a covered employee as defined in Code
      Section 162(m)(3).

    


    (k)          "Disability"
      or "Disabled" has the same meaning as provided in the long-term disability
      plan
      or policy maintained by the Company or if applicable, most recently maintained,
      by the Company or if applicable, an Affiliate, for the Participant, whether
      or
      not such Participant actually receives disability benefits under such plan
      or
      policy. If no long-term disability plan or policy was ever maintained on behalf
      of Participant or if the determination of Disability relates to an Incentive
      Stock Option, or a Stock Appreciation Right issued in tandem with an Incentive
      Stock Option, Disability means Permanent and Total Disability as defined in
      Section 22(e)(3) of the Code. Notwithstanding the foregoing, for any Awards
      that constitute a nonqualified deferred compensation plan within the meaning
      of
      Section 409A(d) of the Code, Disability has the meaning given such term in
      Section 409A of the Code. In the event of a dispute, the determination
      whether a Participant is Disabled will be made by the Committee and may be
      supported by the advice of a physician competent in the area to which such
      Disability relates.

    


    (l)          
      "Deferred Stock Unit" means a right granted to a Participant under
      Article 11.

    


    (m)        
      "Dividend Equivalent" means a right granted to a Participant under
      Article 12.

    


    (n)         
      "Effective Date" has the meaning assigned such term in
      Section 3.1.

    


    (o)          "Eligible
      Participant" means an employee, consultant or non-employee director of the
      Company or any Affiliate; provided, however, that no officer, including without
      limitation the chief executive officer of the Company, is eligible to be a
      Participant in the Plan.

    


    (p)          "Exchange"
      means the New York Stock Exchange or any other national securities exchange
      or
      national market system on which the Stock may from time to time be listed or
      traded.

    


    (q)          "Fair
      Market Value" of the Stock, on any date, means: (i) if the Stock is listed
      or traded on any Exchange, the closing sales price for such Stock (or the
      closing bid, if no sales were reported) as quoted on such Exchange (or, if
      more
      than one Exchange, the Exchange with the greatest volume of trading in the
      Stock) for such date, or if no sales or bids were reported for such date, on
      the
      last market trading day prior to the day of determination, as reported by Market
      Sweep, a service from Interactive Data Services, Inc., or such other source
      as
      the Committee deems reliable; (ii) if the Stock is quoted on the
      over-the-counter market or is regularly quoted by a recognized securities
      dealer, but selling prices are not reported, the Fair Market Value of the Stock
      shall be the mean between the high bid and low asked prices for the Stock on
      such date, or if no sales or bids were reported for such date, on the last
      market trading day prior to the day of determination, as reported by Market
      Sweep, a service from Interactive Data Services, Inc. or such other source
      as
      the Committee deems reliable, or (iii) in the absence of an established
      market for the Stock, the Fair Market Value shall be determined by such other
      method as the Committee determines in good faith to be reasonable and in
      compliance with Code Section 409A.

    


    (r)          
      "Full Value Award" means an Award other than in the form of an Option or SAR,
      and which is settled by the issuance of Stock.

    


    (s)          "Grant
      Date" of an Award means the first date on which all necessary corporate action
      has been taken to approve the grant of the Award as provided in the Plan, or
      such later date as is determined and 

     

    
      
        
        

      

      
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    specified
      as part of that authorization process. Notice of the grant shall be provided
      to
      the grantee within a reasonable time after the Grant Date.

    


    (t)          
      "Incentive Stock Option" means an Option that is intended to be an incentive
      stock option and meets the requirements of Section 422 of the Code or any
      successor provision thereto.

    


    (u)          "Non-Employee
      Director" means a director of the Company who is not a common law employee
      of
      the Company or an Affiliate.

    


    (v)          "Nonstatutory
      Stock Option" means an Option that is not an Incentive Stock
      Option.

    


    (w)        
      "Option" means a right granted to a Participant under Article 7 of the Plan
      to purchase Stock at a specified price during specified time periods. An Option
      may be either an Incentive Stock Option or a Nonstatutory Stock
      Option.

    


    (x)          
      "Other Stock-Based Award" means a right, granted to a Participant under
      Article 13 that relates to or is valued by reference to Stock or other
      Awards relating to Stock.

    


    (y)          "Parent"
      means a corporation, limited liability company, partnership or other entity
      which owns or beneficially owns a majority of the outstanding voting stock
      or
      voting power of the Company. Notwithstanding the above, with respect to an
      Incentive Stock Option, Parent shall have the meaning set forth in
      Section 424(e) of the Code.

    


    (z)          
      "Participant" means a person who, as an employee, non-employee director or
      consultant of the Company or any Affiliate, has been granted an Award under
      the
      Plan; provided that in the case of the death of a Participant, the term
      "Participant" refers to a beneficiary designated pursuant to Section 14.5
      or the legal guardian or other legal representative acting in a fiduciary
      capacity on behalf of the Participant under applicable state law and court
      supervision. Notwithstanding the foregoing, a Participant shall not include
      the
      chief executive officer or any other officers of the Company.

    


    (aa)       
      "Performance Share" means any right granted to a Participant under
      Article 9 to a unit to be valued by reference to a designated number of
      Shares to be paid upon achievement of such performance goals as the Committee
      establishes with regard to such Performance Share.

    


    (bb)       
      "Person" means any individual, entity or group, within the meaning of
      Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or
      14(d)(2) of the 1934 Act.

    


    (cc)        "Plan"
      means the Micron Technology, Inc. 2007 Equity Incentive Plan, as amended
      from time to time.

    


    (dd)        "Qualified
      Performance-Based Award" means an Award that is either (i) intended to
      qualify for the Section 162(m) Exemption and is made subject to performance
      goals based on Qualified Business Criteria as set forth in
      Section 14.10(b), or (ii) an Option or SAR.

    


    (ee)       
      "Qualified Business Criteria" means one or more of the Business Criteria listed
      in Section 14.10(b) upon which performance goals for certain Qualified
      Performance-Based Awards may be established by the Committee.

    


    (ff)         
      "Restricted Stock Award" means Stock granted to a Participant under
      Article 10 that is subject to certain restrictions and to risk of
      forfeiture.

    


    (gg)        "Restricted
      Stock Unit Award" means the right granted to a Participant under Article 10
      to receive shares of Stock (or the equivalent value in cash or other property
      if
      the Committee so provides) in the future, which right is subject to certain
      restrictions and to risk of forfeiture.

    


    
      
        
        

      

      
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    (hh)        "Section 162(m)
      Exemption" means the exemption from the limitation on deductibility imposed
      by
      Section 162(m) of the Code that is set forth in Section 162(m)(4)(C)
      of the Code or any successor provision thereto.

    


    (ii)          "Shares"
      means shares of the Company's Stock. If there has been an adjustment or
      substitution pursuant to Section 15.1, the term "Shares" shall also include
      any shares of stock or other securities that are substituted for Shares or
      into
      which Shares are adjusted pursuant to Section 15.1.

    


    (jj)          "Stock"
      means the $.10 par value common stock of the Company and such other securities
      of the Company as may be substituted for Stock pursuant to
      Article 15.

    


    (kk)        "Stock
      Appreciation Right" or "SAR" means a right granted to a Participant under
      Article 8 to receive a payment equal to the difference between the Fair
      Market Value of a Share as of the date of exercise of the SAR over the base
      price of the SAR, all as determined pursuant to Article 8.

    


    (ll)          "Subsidiary"
      means any corporation, limited liability company, partnership or other entity
      of
      which a majority of the outstanding voting stock or voting power is beneficially
      owned directly or indirectly by the Company. Notwithstanding the above, with
      respect to an Incentive Stock Option, Subsidiary shall have the meaning set
      forth in Section 424(f) of the Code.

    


    (mm)      "1933
      Act" means the Securities Act of 1933, as amended from time to
      time.

    


    (nn)        "1934
      Act" means the Securities Exchange Act of 1934, as amended from time to
      time.

    


    ARTICLE
      3

    EFFECTIVE
      TERM OF PLAN

     

    3.1.           
      EFFECTIVE
      DATE.  The Plan shall be effective as of the date it is
      approved by both the Board and the stockholders of the Company (the "Effective
      Date").

     

    3.2.           
      TERMINATION OF
      PLAN.  The Plan shall terminate on the tenth anniversary of the
      Effective Date unless earlier terminated as provided herein, which shall
      continue to be governed by the applicable terms and conditions of this Plan.
      The
      termination of the Plan on such date shall not affect the validity of any Award
      outstanding on the date of termination. No Incentive Stock Options may be
      granted more than ten years after the earlier of (a) adoption of this Plan
      by the Board, or (b) the Effective Date.

    


    ARTICLE
      4

    ADMINISTRATION

     

    4.1.           
      COMMITTEE.  The
      Plan shall be administered by a Committee appointed by the Board (which
      Committee shall consist of at least two directors) or, at the discretion of
      the
      Board from time to time, the Plan may be administered by the Board. It is
      intended that at least two of the directors appointed to serve on the Committee
      shall be "non-employee directors" (within the meaning of Rule 16b-3
      promulgated under the 1934 Act) and "outside directors" (within the meaning
      of
      Code Section 162(m)) and that any such members of the Committee who do not
      so qualify shall abstain from participating in any decision to make or
      administer Awards that are made to Eligible Participants who at the time of
      consideration for such Award (i) are persons subject to the short-swing
      profit rules of Section 16 of the 1934 Act, or (ii) are reasonably
      anticipated to become Covered Employees during the term of the Award. However,
      the mere fact that a Committee member shall fail to qualify under either of
      the
      foregoing requirements or shall fail to abstain from such action shall not
      invalidate any Award made by the Committee which Award is otherwise validly
      made
      under the Plan. The members of the Committee shall be appointed by, and may
      be
      changed at any time and from time to time in the discretion of, the Board.
      The
      Board may reserve to itself any or all of the authority and responsibility
      of
      the Committee under the Plan or may act as administrator of the Plan for any
      and
      all purposes. To the extent the Board has reserved any authority and
      responsibility or during any time that the Board is acting as administrator
      of
      the Plan, it shall have all the powers of the Committee hereunder, and any
      reference herein to the Committee (other than in this Section 4.1) shall
      include the Board. To the extent any action of the Board under the Plan
      conflicts with actions taken by the Committee, the actions of the Board shall
      control.

     

    
      
        
        

      

      
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    4.2.           
      ACTION AND INTERPRETATIONS
      BY
      THE COMMITTEE.  For purposes of administering the Plan, the
      Committee may from time to time adopt rules, regulations, guidelines and
      procedures for carrying out the provisions and purposes of the Plan and make
      such other determinations, not inconsistent with the Plan, as the Committee
      may
      deem appropriate. The Committee's interpretation of the Plan, any Awards granted
      under the Plan, any Award Certificate and all decisions and determinations
      by
      the Committee with respect to the Plan are final, binding, and conclusive on
      all
      parties. Each member of the Committee is entitled to, in good faith, rely or
      act
      upon any report or other information furnished to that member by any officer
      or
      other employee of the Company or any Affiliate, the Company's or an Affiliate's
      independent certified public accountants, Company counsel or any executive
      compensation consultant or other professional retained by the Company to assist
      in the administration of the Plan.

     

    4.3.           
      AUTHORITY OF
      COMMITTEE.  Except as provided below, the Committee has the
      exclusive power, authority and discretion to:

    


    (a)           Grant
      Awards;

    


    (b)           Designate
      Participants;

    


    (c)           Determine
      the type or types of Awards to be granted to each Participant;

    


    (d)          
      Determine the number of Awards to be granted and the number of Shares or dollar
      amount to which an Award will relate;

    


    (e)           Determine
      the terms and conditions of any Award granted under the Plan, including but
      not
      limited to, the exercise price, base price, or purchase price, any restrictions
      or limitations on the Award, any schedule for lapse of forfeiture restrictions
      or restrictions on the exercisability of an Award, and accelerations or waivers
      thereof, based in each case on such considerations as the Committee in its
      sole
      discretion determines;

    


    (f)            Accelerate
      the vesting, exercisability or lapse of restrictions of any outstanding Award,
      in accordance with Article 14, based in each case on such considerations as
      the Committee in its sole discretion determines;

    


    (g)           Determine
      whether, to what extent, and under what circumstances an Award may be settled
      in, or the exercise price of an Award may be paid in, cash, Stock, other Awards,
      or other property, or an Award may be canceled, forfeited, or
      surrendered;

    


    (h)           Prescribe
      the form of each Award Certificate, which need not be identical for each
      Participant;

    


    (i)            Decide
      all other matters that must be determined in connection with an
      Award;

    


    (j)            Establish,
      adopt or revise any rules, regulations, guidelines or procedures as it may
      deem
      necessary or advisable to administer the Plan;

    


    (k)           Make
      all other decisions and determinations that may be required under the Plan
      or as
      the Committee deems necessary or advisable to administer the Plan;

    


    (l)            Amend
      the Plan or any Award Certificate as provided herein; and

    


    (m)          Adopt
      such modifications, procedures, and subplans as may be necessary or desirable
      to
      comply with provisions of the laws of non-U.S. jurisdictions in which the
      Company or any Affiliate may operate, in order to assure the viability of the
      benefits of Awards granted to participants located in such other jurisdictions
      and to meet the objectives of the Plan.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Notwithstanding
      the foregoing, grants
      of Awards to Non-Employee Directors hereunder shall be made only in accordance
      with the terms, conditions and parameters of a plan, program or policy for
      the
      compensation of Non-Employee Directors as in effect from time to time, and
      the
      Committee may not make discretionary grants hereunder to Non-Employee
      Directors.

    


    Notwithstanding
      the above, the Board
      may, by resolution, expressly delegate to a special committee, consisting of
      one
      or more directors who may but need not be officers of the Company, the
      authority, within specified parameters, to (i) designate officers,
      employees and/or consultants of the Company or any of its Affiliates to be
      recipients of Awards under the Plan, and (ii) to determine the number of
      such Awards to be received by any such Participants; provided, however, that
      such delegation of duties and responsibilities to an officer of the Company
      may
      not be made with respect to the grant of Awards to eligible participants
      (a) who are subject to Section 16(a) of the 1934 Act at the Grant
      Date, or (b) who as of the Grant Date are reasonably anticipated to be
      become Covered Employees during the term of the Award. The acts of such
      delegates shall be treated hereunder as acts of the Board and such delegates
      shall report regularly to the Board and the Compensation Committee regarding
      the
      delegated duties and responsibilities and any Awards so granted.

     

    4.4.           
      AWARD
      CERTIFICATES.  Each Award shall be evidenced by an Award
      Certificate. Each Award Certificate shall include such provisions, not
      inconsistent with the Plan, as may be specified by the Committee.

    


    ARTICLE
      5

    SHARES
      SUBJECT TO THE PLAN

     

    5.1.           
      NUMBER OF
      SHARES.  Subject to adjustment as provided in Sections 5.2 and
      15.1, the aggregate number of Shares reserved and available for issuance
      pursuant to Awards granted under the Plan shall be 30,000,000; provided,
      however, that each Share issued under the Plan pursuant to a Full Value Award
      shall reduce the number of available Shares by two (2) shares. The maximum
      number of Shares that may be issued upon exercise of Incentive Stock Options
      granted under the Plan shall be 2,000,000.

     

    5.2.           
      SHARE
      COUNTING.  Shares covered by an Award shall be subtracted from
      the Plan share reserve as of the date of grant, but shall be added back to
      the
      Plan share reserve in accordance with this Section 5.2.

    


    (a)      
         To the extent that an Award is canceled, terminates, expires, is
      forfeited or lapses for any reason, any unissued or forfeited Shares subject
      to
      the Award will again be available for issuance pursuant to Awards granted under
      the Plan.

    


    (b)       
        Shares subject to Awards settled in cash will again be available for
      issuance pursuant to Awards granted under the Plan.

    


    (c)         
      Substitute Awards granted pursuant to Section 14.14 of the Plan shall not
      count against the Shares otherwise available for issuance under the Plan under
      Section 5.1.

     

    5.3.           
      STOCK
      DISTRIBUTED.  Any Stock distributed pursuant to an Award may
      consist, in whole or in part, of authorized and unissued Stock, treasury Stock
      or Stock purchased on the open market.

     

    5.4.           
      LIMITATION ON
      AWARDS.  Notwithstanding any provision in the Plan to the
      contrary (but subject to adjustment as provided in Section 15.1), the
      maximum number of Shares with respect to one or more Options and/or SARs that
      may be granted during any one calendar year under the Plan to any one
      Participant shall be 2,000,000. The maximum aggregate grant with respect to
      Awards of Restricted Stock, Restricted Stock Units, Deferred Stock Units,
      Performance Shares or other Stock-Based Awards (other than Options or SARs)
      granted in any one calendar year to any one Participant shall be
      2,000,000.

    


    ARTICLE
      6

    ELIGIBILITY

     

    6.1.           
      GENERAL.  Awards
      may be granted only to Eligible Participants; except that Incentive Stock
      Options may be granted to only to Eligible Participants who are employees of
      the
      Company or a Parent or 

     

    
      
        
        

      

      
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    Subsidiary
      as defined in Section 424(e) and (f) of the Code. Eligible
      Participants who are service providers to an Affiliate may be granted Options
      or
      SARs under this Plan only if the Affiliate qualifies as an "eligible issuer
      of
      service recipient stock" within the meaning of §1.409A-1(b)(5)(iii)(E) of the
      final regulations under Code Section 409A.

    


    ARTICLE
      7

    STOCK
      OPTIONS

     

    7.1.           
      GENERAL.  The
      Committee is authorized to grant Options to Participants on the following terms
      and conditions:

    


    (a)           
      EXERCISE PRICE. The exercise price per Share under an Option shall be determined
      by the Committee; provided that the exercise price for any Option (other than
      an
      Option issued as a substitute Award pursuant to Section 14.14) shall not be
      less than the Fair Market Value as of the Grant Date.

    


    (b)           
      PROHIBITION ON REPRICING. Except as otherwise provided in Section 15.1, the
      exercise price of an Option may not be reduced, directly or indirectly by
      cancellation and regrant or otherwise, without the prior approval of the
      shareholders of the Company.

    


    (c)           
      TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
      times
      at which an Option may be exercised in whole or in part, subject to
      Section 7.1(e). The Committee shall also determine the performance or other
      conditions, if any, that must be satisfied before all or part of an Option
      may
      be exercised or vested.

    


    (d)           
      PAYMENT. The Committee shall determine the methods by which the exercise price
      of an Option may be paid, the form of payment, including, without limitation,
      cash, Shares, or other property (including "cashless exercise" arrangements),
      and the methods by which Shares shall be delivered or deemed to be delivered
      to
      Participants.

    


    (e)           
      EXERCISE TERM. Except for Nonstatutory Options granted to Participants outside
      the United States, no Option granted under the Plan shall be exercisable for
      more than ten years from the Grant Date.

    


    (f)           
      NO DEFERRAL FEATURE. No Option shall provide for any feature for the deferral
      of
      compensation other than the deferral of recognition of income until the exercise
      or disposition of the Option.

    


    (g)           
      SUSPENSION. Any Participant 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.

    7.2.           
      INCENTIVE STOCK
      OPTIONS.  The terms of any Incentive Stock Options granted
      under the Plan must comply with the requirements of Section 422 of the
      Code. If all of the requirements of Section 422 of the Code are not met,
      the Option shall automatically become a Nonstatutory Stock Option.

    


    ARTICLE
      8

    STOCK
      APPRECIATION RIGHTS

     

    8.1.           
      GRANT OF STOCK APPRECIATION
      RIGHTS.  The Committee is authorized to grant Stock
      Appreciation Rights to Participants on the following terms and
      conditions:

    


    (a)           
      RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right, the
      Participant to whom it is granted has the right to receive the excess, if any,
      of:

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (1)                 
      The Fair Market Value of one Share on the date of exercise; over

    


    (2)                 
      The base price of the Stock Appreciation Right as determined by the Committee,
      which shall not be less than the Fair Market Value of one Share on the Grant
      Date.

    


    (b)           
      PROHIBITION ON REPRICING. Except as otherwise provided in Section 15.1, the
      base price of a SAR may not be reduced, directly or indirectly by cancellation
      and regrant or otherwise, without the prior approval of the shareholders of
      the
      Company.

    


    (c)           
      EXERCISE TERM. Except for SARs granted to Participants outside the United
      States, no SAR shall be exercisable for more than ten years from the Grant
      Date.

    


    (d)           
      NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral
      of
      compensation other than the deferral of recognition of income until the exercise
      or disposition of the SAR.

    


    (e)           
      OTHER TERMS. All awards of Stock Appreciation Rights shall be evidenced by
      an
      Award Certificate. Subject to the limitations of this Article 8, the terms,
      methods of exercise, methods of settlement, form of consideration payable in
      settlement, and any other terms and conditions of any Stock Appreciation Right
      shall be determined by the Committee at the time of the grant of the Award
      and
      shall be reflected in the Award Certificate.

    


    ARTICLE
      9

    PERFORMANCE
      SHARES

     

    9.1.           
      GRANT OF PERFORMANCE
      SHARES.  The Committee is authorized to grant Performance
      Shares to Participants on such terms and conditions as may be selected by the
      Committee. The Committee shall have the complete discretion to determine the
      number of Performance Shares granted to each Participant, subject to
      Section 5.4, and to designate the provisions of such Performance Shares as
      provided in Section 4.3. All Performance Shares shall be evidenced by an
      Award Certificate or a written program established by the Committee, pursuant
      to
      which Performance Shares are awarded under the Plan under uniform terms,
      conditions and restrictions set forth in such written program.

     

    9.2.           
      PERFORMANCE
      GOALS.  The Committee may establish performance goals for
      Performance Shares which may be based on any criteria selected by the Committee.
      Such performance goals may be described in terms of Company-wide objectives
      or
      in terms of objectives that relate to the performance of the Participant, an
      Affiliate or a division, region, department or function within the Company
      or an
      Affiliate. If the Committee determines that a change in the business,
      operations, corporate structure or capital structure of the Company or the
      manner in which the Company or an Affiliate conducts its business, or other
      events or circumstances render performance goals to be unsuitable, the Committee
      may modify such performance goals in whole or in part, as the Committee deems
      appropriate. If a Participant is promoted, demoted or transferred to a different
      business unit or function during a performance period, the Committee may
      determine that the performance goals or performance period are no longer
      appropriate and may (i) adjust, change or eliminate the performance goals
      or the applicable performance period as it deems appropriate to make such goals
      and period comparable to the initial goals and period, or (ii) make a cash
      payment to the participant in amount determined by the Committee. The foregoing
      two sentences shall not apply with respect to an Award of Performance Shares
      that is intended to be a Qualified Performance-Based Award.

     

    9.3.           
      RIGHT TO
      PAYMENT.  The grant of a Performance Share to a Participant
      will entitle the Participant to receive at a specified later time a specified
      number of Shares, or the equivalent value in cash or other property, if the
      performance goals established by the Committee are achieved and the other terms
      and conditions thereof are satisfied. The Committee shall set performance goals
      and other terms or conditions to payment of the Performance Shares in its
      discretion which, depending on the extent to which they are met, will determine
      the number of the Performance Shares that will be earned by the
      Participant.

     

    9.4.           
      OTHER
      TERMS.  Performance Shares may be payable in cash, Stock, or
      other property, and have such other terms and conditions as determined by the
      Committee and reflected in the Award Certificate.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
      10

    RESTRICTED
      STOCK AND RESTRICTED STOCK UNIT AWARDS

     

    10.1.          GRANT
      OF RESTRICTED STOCK AND
      RESTRICTED STOCK UNITS.  Subject to the terms and conditions of
      this Article 10, the Committee is authorized to make Awards of Restricted
      Stock or Restricted Stock Units to Participants in such amounts and subject
      to
      such terms and conditions as may be selected by the Committee. An Award of
      Restricted Stock or Restricted Stock Units shall be evidenced by an Award
      Certificate setting forth the terms, conditions, and restrictions applicable
      to
      the Award.

     

    10.2.          ISSUANCE
      AND
      RESTRICTIONS.  Restricted Stock or Restricted Stock Units shall
      be subject to such restrictions on transferability and other restrictions as
      the
      Committee may impose (including, without limitation, limitations on the right
      to
      vote Restricted Stock or the right to receive dividends on the Restricted
      Stock); provided, however, at a minimum, all Restricted Stock and Restricted
      Stock Units shall be subject to the restrictions set forth in Section 14.4
      for a period of no less than (a) one year from the date of award with
      respect to Restricted Stock or Restricted Stock Units subject to restrictions
      that lapse based upon satisfaction of performance goals, and (b) three
      years from the date of award with respect to Restricted Stock or Restricted
      Stock Units subject to time-based restrictions that lapse based upon one's
      Continuous Status as a Participant. For avoidance of doubt, nothing in the
      foregoing shall preclude any applicable restriction, including those set forth
      in Section 14.4 hereof, from lapsing ratably, including, but not limited
      to, roughly annual increments over three years, with respect to the Restricted
      Stock or Restricted Stock Units referred to in Section 10.2(b). Moreover,
      nothing in the foregoing shall preclude or be interpreted to preclude Awards
      to
      Non-employee Directors from containing a period of restriction shorter than
      that
      set forth above. Finally, nothing in this Section 10.2 shall be deemed or
      interpreted to preclude the waiver, lapse or the acceleration of lapse, of
      any
      restrictions with respect to Restricted Stock or Restricted Stock Units in
      accordance with or as permitted by Sections 14.7 through Section 14.9,
      respectively, Article 15 or any other provision of the Plan. Subject to the
      remaining terms and conditions of the Plan, these restrictions may lapse
      separately or in combination at such times, under such circumstances, in such
      installments, upon the satisfaction of performance goals or otherwise, as the
      Committee determines at the time of the grant of the Award or thereafter. Except
      as otherwise provided in an Award Certificate or any special Plan document
      governing an Award, the Participant shall have all of the rights of a
      stockholder with respect to the Restricted Stock, and the Participant shall
      have
      none of the rights of a stockholder with respect to Restricted Stock Units
      until
      such time as Shares of Stock are paid in settlement of the Restricted Stock
      Units.

     

    10.3.          FORFEITURE.  Except
      as otherwise determined by the Committee at the time of the grant of the Award
      or thereafter, upon termination of Continuous Status as a Participant during
      the
      applicable restriction period or upon failure to satisfy a performance goal
      during the applicable restriction period, Restricted Stock or Restricted Stock
      Units that are at that time subject to restrictions shall be forfeited;
      provided, however, that the Committee may provide in any Award Certificate,
      subject to the terms and conditions of the Plan, that restrictions or forfeiture
      conditions relating to Restricted Stock or Restricted Stock Units will be waived
      in whole or in part in the event of terminations resulting from specified
      causes, including, but not limited to, death, Disability, or for the convenience
      or in the best interests of the Company.

     

    10.4.          DELIVERY
      OF RESTRICTED
      STOCK.  Shares of Restricted Stock shall be delivered to the
      Participant at the time of grant either by book-entry registration or by
      delivering to the Participant, or a custodian or escrow agent (including,
      without limitation, the Company or one or more of its employees) designated
      by
      the Committee, a stock certificate or certificates registered in the name of
      the
      Participant. If physical certificates representing shares of Restricted Stock
      are registered in the name of the Participant, such certificates must bear
      an
      appropriate legend referring to the terms, conditions, and restrictions
      applicable to such Restricted Stock.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    ARTICLE
      11

    DEFERRED
      STOCK UNITS

     

    11.1.          GRANT
      OF DEFERRED STOCK
      UNITS.  The Committee is authorized to grant Deferred Stock
      Units to Participants subject to such terms and conditions as may be selected
      by
      the Committee. Deferred Stock Units shall entitle the Participant to receive
      Shares of Stock (or the equivalent value in cash or other property if so
      determined by the Committee) at a future time as determined by the Committee,
      or
      as determined by the Participant within guidelines established by the Committee
      in the case of voluntary deferral elections. An Award of Deferred Stock Units
      shall be evidenced by an Award Certificate setting forth the terms and
      conditions applicable to the Award.

    


    ARTICLE
      12

    DIVIDEND
      EQUIVALENTS

     

    12.1.          GRANT
      OF DIVIDEND
      EQUIVALENTS.  The Committee is authorized to grant Dividend
      Equivalents to Participants subject to such terms and conditions as may be
      selected by the Committee. Dividend Equivalents shall entitle the Participant
      to
      receive payments equal to dividends with respect to all or a portion of the
      number of Shares subject to an Award, as determined by the Committee. The
      Committee may provide that Dividend Equivalents be paid or distributed when
      accrued or be deemed to have been reinvested in additional Shares, or otherwise
      reinvested. Unless otherwise provided in the applicable Award Certificate,
      Dividend Equivalents will be paid or distributed no later than the 15th
      day of
      the 3rd
      month
      following the later of (i) the calendar year in which the corresponding
      dividends were paid to shareholders, or (ii) the first calendar year in
      which the Participant's right to such Dividends Equivalents is no longer subject
      to a substantial risk of forfeiture.

    


    ARTICLE
      13

    STOCK
      OR OTHER STOCK-BASED AWARDS

     

    13.1.          GRANT
      OF STOCK OR OTHER STOCK-BASED
      AWARDS.  The Committee is authorized, subject to limitations
      under applicable law, to grant to Participants such other Awards that are
      payable in, valued in whole or in part by reference to, or otherwise based
      on or
      related to Shares, as deemed by the Committee to be consistent with the purposes
      of the Plan, including without limitation Shares awarded purely as a "bonus"
      and
      not subject to any restrictions or conditions, convertible or exchangeable
      debt
      securities, other rights convertible or exchangeable into Shares, and Awards
      valued by reference to book value of Shares or the value of securities of or
      the
      performance of specified Parents or Subsidiaries. The Committee shall determine
      the terms and conditions of such Awards.

    


    ARTICLE
      14

    PROVISIONS
      APPLICABLE TO AWARDS

     

    14.1.         
      STAND-ALONE AND TANDEM
      AWARDS.  Awards granted under the Plan may, in the discretion
      of the Committee, be granted either alone or in addition to, in tandem with,
      any
      other Award granted under the Plan. Subject to Section 16.2, awards granted
      in addition to or in tandem with other Awards may be granted either at the
      same
      time as or at a different time from the grant of such other Awards.

     

    14.2.         
      TERM OF
      AWARD.  The term of each Award shall be for the period as
      determined by the Committee, provided that in no event shall the term of any
      Incentive Stock Option or a Stock Appreciation Right granted in tandem with
      the
      Incentive Stock Option exceed a period of ten years from its Grant
      Date.

     

    14.3.         
      FORM OF PAYMENT FOR
      AWARDS.  Subject to the terms of the Plan and any applicable
      law or Award Certificate, payments or transfers to be made by the Company or
      an
      Affiliate on the grant or exercise of an Award may be made in such form as
      the
      Committee determines at or after the Grant Date, including without limitation,
      cash, Stock, other Awards, or other property, or any combination, and may be
      made in a single payment or transfer, in installments, or (except with respect
      to Options or SARs) on a deferred basis, in each case determined in accordance
      with rules adopted by, and at the discretion of, the Committee.

     

    14.4.         
      LIMITS ON
      TRANSFER.  No right or interest of a Participant in any
      unexercised or restricted Award may be pledged, encumbered, or hypothecated
      to
      or in favor of any party other than the Company or an Affiliate, or


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    shall
      be
      subject to any lien, obligation, or liability of such Participant to any other
      party other than the Company or an Affiliate. No unexercised or restricted
      Award
      shall be assignable or transferable by a Participant other than by will or
      the
      laws of descent and distribution or, except in the case of an Incentive Stock
      Option, pursuant to a domestic relations order that would satisfy
      Section 414(p)(1)(A) of the Code if such Section applied to an Award under
      the Plan; provided, however, that the Committee may (but need not) permit other
      transfers where the Committee concludes that such transferability (i) does
      not result in accelerated taxation, (ii) does not cause any Option intended
      to be an Incentive Stock Option to fail to be described in Code
      Section 422(b), and (iii) is otherwise appropriate and desirable,
      taking into account any factors deemed relevant, including without limitation,
      state or federal tax or securities laws applicable to transferable
      Awards.

     

    14.5.         
      BENEFICIARIES.  Notwithstanding
      Section 14.4, a Participant may, in the manner determined by the Committee,
      designate a beneficiary to exercise the rights of the Participant and to receive
      any distribution with respect to any Award upon the Participant's death. A
      beneficiary, legal guardian, legal representative, or other person claiming
      any
      rights under the Plan is subject to all terms and conditions of the Plan and
      any
      Award Certificate applicable to the Participant, except to the extent the Plan
      and Award Certificate otherwise provide, and to any additional restrictions
      deemed necessary or appropriate by the Committee. If no beneficiary has been
      designated or survives the Participant, payment shall be made to the
      Participant's estate. Subject to the foregoing, a beneficiary designation may
      be
      changed or revoked by a Participant at any time provided the change or
      revocation is filed with the Committee.

     

    14.6.         
      STOCK TRADING
      RESTRICTIONS.  All Stock issuable under the Plan is subject to
      any stop-transfer orders and other restrictions as the Committee deems necessary
      or advisable to comply with federal or state securities laws, rules and
      regulations and the rules of any national securities exchange or automated
      quotation system on which the Stock is listed, quoted, or traded. The Committee
      may place legends on any Stock certificate or issue instructions to the transfer
      agent to reference restrictions applicable to the Stock.

     

    14.7.         
      ACCELERATION UPON A CHANGE
      IN
      CONTROL.  Except as otherwise provided in the Award Certificate
      or any special Plan document governing an Award, upon the occurrence of a Change
      in Control, all outstanding Options, SARs, and other Awards in the nature of
      rights that may be exercised shall become fully exercisable, and all time-based
      vesting restrictions on outstanding Awards shall lapse. Except as otherwise
      provided in the Award Certificate or any special Plan document governing an
      Award, upon the occurrence of a Change in Control, the target payout
      opportunities attainable under all outstanding performance-based Awards shall
      be
      deemed to have been fully earned as of the effective date of the Change in
      Control based upon an assumed achievement of all relevant performance goals
      at
      the "target" level and there shall be prorata payout to Participants within
      thirty (30) days following the effective date of the Change in Control (or
      any later date required by Section 17.3 of the Plan) based upon the length
      of time within the performance period that has elapsed prior to the Change
      in
      Control.

     

    14.8.         
      ACCELERATION UPON DEATH
      OR
      DISABILITY.  Except as otherwise provided in the Award
      Certificate or any special Plan document governing an Award, upon the
      Participant's death or Disability during his or her Continuous Status as a
      Participant, (i) all of such Participant's outstanding Options, SARs, and
      other Awards in the nature of rights that may be exercised shall become fully
      exercisable, (ii) all time-based vesting restrictions on the Participant's
      outstanding Awards shall lapse, and (iii) the target payout opportunities
      attainable under all of such Participant's outstanding performance-based Awards
      shall be deemed to have been fully earned as of the date of termination based
      upon an assumed achievement of all relevant performance goals at the "target"
      level and there shall be a prorata payout to the Participant or his or her
      estate within thirty (30) days following the date of termination (or any
      later date required by Section 17.3 of the Plan) based upon the length of
      time within the performance period that has elapsed prior to the date of
      termination. Any Awards shall thereafter continue or lapse in accordance with
      the other provisions of the Plan and the Awards Certificate. To the extent
      that
      this provision causes Incentive Stock Options to exceed the dollar limitation
      set forth in Code Section 422(d), the excess Options shall be deemed to be
      Nonstatutory Stock Options.

     

    14.9.         
      ACCELERATION FOR ANY OTHER
      REASON.  Regardless of whether an event has occurred as
      described in Section 14.7 or 14.8 above, and subject to Section 14.11
      as to Qualified Performance-Based Awards, the Committee may in its sole
      discretion at any time determine that all or a portion of a Participant's
      Options, SARs, and other Awards in the nature of rights that may be exercised
      shall become fully or partially exercisable, that all or a part of the
      time-based vesting restrictions on all or a portion of the outstanding Awards
      shall lapse, and/or that any 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    performance-based
      criteria with respect to any Awards shall be deemed to be wholly or partially
      satisfied, in each case, as of such date as the Committee may, in its sole
      discretion, declare; provided, however, the Committee shall not exercise such
      discretion with respect to Full Value Awards comprised of Shares of Restricted
      Stock or Restricted Stock Units which, in the aggregate, exceed five percent
      (5%) of the aggregate number of Shares reserved and available for issuance
      pursuant to Awards granted under the Plan; provided, further, that when
      calculating whether the five percent (5%) maximum has been reached, the
      Committee shall not count or consider any Shares of Restricted Stock or
      Restricted Stock Units granted to Non-Employee Directors or regarding which
      the
      Committee accelerated vesting rights, waived restrictions or determined
      performance-based criteria had been satisfied resulting from an event described
      in Section 14.7, Article 15, a Participant's termination of employment
      or separation from service resulting from death, Disability or for the
      convenience or in the bests interests of the Company. The Committee may
      discriminate among Participants and among Awards granted to a Participant in
      exercising its discretion pursuant to this Section 14.9.

     

    14.10.        EFFECT
      OF
      ACCELERATION.  If an Award is accelerated under
      Section 14.7, Section 14.8 or Section 14.9, the Committee may, in
      its sole discretion, provide (i) that the Award will expire after a
      designated period of time after such acceleration to the extent not then
      exercised, (ii) that the Award will be settled in cash rather than Stock,
      (iii) that the Award will be assumed by another party to a transaction
      giving rise to the acceleration or otherwise be equitably converted or
      substituted in connection with such transaction, (iv) that the Award may be
      settled by payment in cash or cash equivalents equal to the excess of the Fair
      Market Value of the underlying Stock, as of a specified date associated with
      the
      transaction, over the exercise price of the Award, or (v) any combination
      of the foregoing. The Committee's determination need not be uniform and may
      be
      different for different Participants whether or not such Participants are
      similarly situated. To the extent that such acceleration causes Incentive Stock
      Options to exceed the dollar limitation set forth in Code Section 422(d),
      the excess Options shall be deemed to be Nonstatutory Stock
      Options.

     

    14.11.        QUALIFIED
      PERFORMANCE-BASED
      AWARDS.

    


    (a)           The
      provisions of the Plan are intended to ensure that all Options and Stock
      Appreciation Rights granted hereunder to any Covered Employee shall qualify
      for
      the Section 162(m) Exemption; provided that the exercise or base price of
      such Award is not less than the Fair Market Value of the Shares on the Grant
      Date.

    


    (b)           When
      granting any other Award, the Committee may designate such Award as a Qualified
      Performance-Based Award, based upon a determination that the recipient is or
      may
      be a Covered Employee with respect to such Award, and the Committee wishes
      such
      Award to qualify for the Section 162(m) Exemption. If an Award is so
      designated, the Committee shall establish performance goals for such Award
      within the time period prescribed by Section 162(m) of the Code based on
      one or more of the following Qualified Business Criteria, which may be expressed
      in terms of Company-wide objectives or in terms of objectives that relate to
      the
      performance of an Affiliate or a unit, division, region, department or function
      within the Company or an Affiliate:

    


    
      	
              ·  

            	
              Gross
                and/or net revenue (including whether in the aggregate or attributable
                to
                specific products)

            


    

    


    
      	
              ·  

            	
              Cost
                of Goods Sold and Gross Margin

            


    

    


    
      	
              ·  

            	
              Costs
                and expenses, including Research & Development and Selling,
                General & Administrative

            


    

    


    
      	
              ·  

            	
              Income
                (gross, operating, net, etc.)

            


    

    


    
      	
              ·  

            	
              Earnings,
                including before interest, taxes, depreciation and amortization (whether
                in the aggregate or on a per share
                basis

            


    

    


    
      	
              ·  

            	
              Cash
                flows and share price

            


    

    


    
      	
              ·  

            	
              Return
                on investment, capital, equity

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              ·  

            	
              Manufacturing
                efficiency (including yield enhancement and cycle time reductions),
                quality improvements and customer
                satisfaction

            


    

    


    
      	
              ·  

            	
              Product
                life cycle management (including product and technology design,
                development, transfer, manufacturing introduction, and sales price
                optimization and management)

            


    

    


    
      	
              ·  

            	
              Economic
                profit or loss

            


    

    


    
      	
              ·  

            	
              Market
                share

            


    

    


    
      	
              ·  

            	
              Employee
                retention, compensation, training and development, including succession
                planning

            


    

    


    
      	
              ·  

            	
              Objective
                goals consistent with the Participant's specific duties and
                responsibilities, designed to further the financial, operational
                and other
                business interests of the Company, including goals and objectives
                with
                respect to regulatory compliance
                matters.

            


    

    


    Performance
      goals with respect to the
      foregoing Qualified Business Criteria may be specified in absolute terms
      (including completion of pre-established projects, such as the introduction
      of
      specified products), in percentages, or in terms of growth from period to period
      or growth rates over time as well as measured relative to an established or
      specially-created performance index of Company competitors, peers or other
      members of high tech industries. Any member of an index that disappears during
      a
      measurement period shall be disregarded for the entire measurement period.
      Performance Goals need not be based upon an increase or positive result under
      a
      business criterion and could include, for example, the maintenance of the status
      quo or the limitation of economic losses (measured, in each case, by reference
      to a specific business criterion).

    


    (c)           Each
      Qualified Performance-Based Award (other than an Option or SAR) shall be earned,
      vested and payable (as applicable) only upon the achievement of performance
      goals established by the Committee based upon one or more of the Qualified
      Business Criteria, together with the satisfaction of any other conditions,
      including the condition as to continued employment as set forth in subsection
      (g) below, as the Committee may determine to be appropriate; provided,
      however, that the Committee may provide, in its sole and absolute discretion,
      either in connection with the grant thereof or by amendment thereafter, that
      achievement of such performance goals will be waived upon the death or
      Disability of the Participant, or upon a Change in Control. In addition, the
      Committee has the right, in connection with the grant of a Qualified
      Performance-Based Award, to exercise negative discretion to determine that
      the
      portion of such Award actually earned, vested and /or payable (as applicable)
      shall be less than the portion that would be earned, vested and/or payable
      based
      solely upon application of the applicable performance goals. Performance periods
      established by the Committee for any such Qualified Performance-Based Award
      may
      be as short as ninety (90) days and may be any longer period.

    


    (d)           The
      Committee may provide in any Qualified Performance-Based Award, at the time
      the
      performance goals are established, that any evaluation of performance shall
      include, exclude or otherwise equitably adjust for any of the following events
      that occurs during a performance period: (a) asset write-downs or
      impairment charges; (b) litigation or claim judgments or settlements;
      (c) the effect of changes in tax laws, accounting principles or other laws
      or provisions affecting reported results; (d) accruals for reorganization
      and restructuring programs; (e) extraordinary nonrecurring items as
      described in Accounting Principles Board Opinion No. 30 and /or in
      management's discussion and analysis of financial condition and results of
      operations appearing in the Company's annual report to stockholders for the
      applicable year; (f) acquisitions or divestitures; and (g) foreign
      exchange gains and losses. To the extent such inclusions or exclusions affect
      Awards to Covered Employees, they shall be prescribed in a form and at a time
      that meets the requirements of Code Section 162(m) for
      deductibility.

    


    (e)           Any
      payment of a Qualified Performance-Based Award granted with performance goals
      pursuant to subsection (c) above shall be conditioned on the written
      certification of the Committee in each case that 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

      the
        performance goals and any other material conditions were satisfied. Written
        certification may take the form of a Committee resolution passed by a majority
        of the Committee at a properly convened meeting or through unanimous action
        by
        the Committee via action by written consent. The certification requirement
        also
        may be satisfied by a separate writing executed by the Chairman of the
        Committee, acting in his capacity as such, following the foregoing Committee
        action or by the Chairman executing approved minutes of the Committee in
        which
        such determinations were made. Except as specifically provided in subsection
        (c), no Qualified Performance-Based Award held by a Covered Employee or an
        employee who in the reasonable judgment of the Committee may be a Covered
        Employee on the date of payment, may be amended, nor may the Committee exercise
        any discretionary authority it may otherwise have under the Plan with respect
        to
        a Qualified Performance-Based Award under the Plan, in any manner to waive
        the
        achievement of the applicable performance goal based on Qualified Business
        Criteria or to increase the amount payable pursuant thereto or the value
        thereof, or otherwise in a manner that would cause the Qualified
        Performance-Based Award to cease to qualify for the Section 162(m)
        Exemption.

    

    


    (f)            Section 5.4
      sets forth the maximum number of Shares that may be granted in any one-year
      period to a Participant in designated forms of stock-based Awards.

    


    (g)         
       With respect to a Participant who is an officer of the Company, any
      payment of a Qualified Performance-Based Award granted with performance goals
      pursuant to subsection (c) above shall be conditioned on the officer having
      remained continuously employed by the Company or an Affiliate for the entire
      performance or measurement period, including, as well, through the date of
      determination and certification of the payment of any such Award pursuant to
      subsection (e) above (the "Certification Date"). For purposes of the Plan,
      with respect to any given performance or measurement period, an officer of
      the
      Company (i) who terminates employment (regardless of cause) or who
      otherwise ceases to be an officer, prior to the Certification Date, and
      (ii) who, pursuant to a separate contractual arrangement with the Company
      is entitled to receive payments from the Company thereunder extending to or
      beyond such Certification Date as a result of such termination or cessation
      in
      officer status, shall be deemed to have been employed by the Company as an
      officer through the Certification Date for purposes of payment
      eligibility.

     

    14.12.        TERMINATION
      OF
      EMPLOYMENT.  Whether military, government or other service or
      other leave of absence shall constitute a termination of employment shall be
      determined in each case by the Committee at its discretion, and any
      determination by the Committee shall be final and conclusive. A Participant's
      Continuous Status as a Participant shall not be deemed to terminate (i) in
      a circumstance in which a Participant transfers from the Company to an
      Affiliate, transfers from an Affiliate to the Company, or transfers from one
      Affiliate to another Affiliate, or (ii) in the discretion of the Committee
      as specified at or prior to such occurrence, in the case of a spin-off, sale
      or
      disposition of the Participant's employer from the Company or any Affiliate.
      To
      the extent that this provision causes Incentive Stock Options to extend beyond
      three months from the date a Participant is deemed to be an employee of the
      Company, a Parent or Subsidiary for purposes of Sections 424(e) and 424(f)
      of
      the Code, the Options held by such Participant shall be deemed to be
      Nonstatutory Stock Options.

     

    14.13.        FORFEITURE
      EVENTS.  The Committee may specify in an Award Certificate that
      the Participant's rights, payments and benefits with respect to an Award shall
      be subject to reduction, cancellation, forfeiture or recoupment upon the
      occurrence of certain specified events, in addition to any otherwise applicable
      vesting or performance conditions of an Award. Such events shall include, but
      shall not be limited to, termination of employment for cause, violation of
      material Company or Affiliate policies, breach of noncompetition,
      confidentiality or other restrictive covenants that may apply to the
      Participant, or other conduct by the Participant that is detrimental to the
      business or reputation of the Company or any Affiliate.

     

    14.14.        SUBSTITUTE
      AWARDS.  The Committee may grant Awards under the Plan in
      substitution for stock and stock-based awards held by employees of another
      entity who become employees of the Company or an Affiliate as a result of a
      merger or consolidation of the former employing entity with the Company or
      an
      Affiliate or the acquisition by the Company or an Affiliate of property or
      stock
      of the former employing corporation. The Committee may direct that the
      substitute awards be granted on such terms and conditions as the Committee
      considers appropriate in the circumstances.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    ARTICLE
      15

    CHANGES
      IN CAPITAL STRUCTURE

     

    15.1.          MANDATORY
      ADJUSTMENTS.  In the event of a nonreciprocal transaction
      between the Company and its stockholders that causes the per-share value of
      the
      Stock to change (including, without limitation, any stock dividend, stock split,
      spin-off, rights offering, or large nonrecurring cash dividend), the
      authorization limits under Section 5.1 and 5.4 shall be adjusted
      proportionately, and the Committee shall make such adjustments to the Plan
      and
      Awards as it deems necessary, in its sole discretion, to prevent dilution or
      enlargement of rights immediately resulting from such transaction. Action by
      the
      Committee may include: (i) adjustment of the number and kind of shares that
      may be delivered under the Plan; (ii) adjustment of the number and kind of
      shares subject to outstanding Awards; (iii) adjustment of the exercise
      price of outstanding Awards or the measure to be used to determine the amount
      of
      the benefit payable on an Award; and (iv) any other adjustments that the
      Committee determines to be equitable. Without limiting the foregoing, in the
      event of a subdivision of the outstanding Stock (stock-split), a declaration
      of
      a dividend payable in Shares, or a combination or consolidation of the
      outstanding Stock into a lesser number of Shares, the authorization limits
      under
      Section 5.1 and 5.4 shall automatically be adjusted proportionately, and
      the Shares then subject to each Award shall automatically, without the necessity
      for any additional action by the Committee, be adjusted proportionately without
      any change in the aggregate purchase price therefor.

     

    15.2.          DISCRETIONARY
      ADJUSTMENTS.  Upon the occurrence or in anticipation of any
      corporate event or transaction involving the Company (including, without
      limitation, any merger, reorganization, recapitalization, combination or
      exchange of shares, or any transaction described in Section 15.1), the
      Committee may, in its sole discretion, provide (i) that Awards will be
      settled in cash rather than Stock, (ii) that Awards will become immediately
      vested and exercisable and will expire after a designated period of time to
      the
      extent not then exercised, (iii) that Awards will be assumed by another
      party to a transaction or otherwise be equitably converted or substituted in
      connection with such transaction, (iv) that outstanding Awards may be
      settled by payment in cash or cash equivalents equal to the excess of the Fair
      Market Value of the underlying Stock, as of a specified date associated with
      the
      transaction, over the exercise price of the Award, (v) that performance
      targets and performance periods for Performance Awards will be modified,
      consistent with Code Section 162(m) where applicable, or (vi) any
      combination of the foregoing. The Committee's determination need not be uniform
      and may be different for different Participants whether or not such Participants
      are similarly situated.

     

    15.3.          GENERAL.  Any
      discretionary adjustments made pursuant to this Article 15 shall be subject
      to the provisions of Section 16.2. To the extent that any adjustments made
      pursuant to this Article 15 cause Incentive Stock Options to cease to
      qualify as Incentive Stock Options, such Options shall be deemed to be
      Nonstatutory Stock Options.

    


    ARTICLE
      16

    AMENDMENT,
      MODIFICATION AND TERMINATION

     

    16.1.         
      AMENDMENT, MODIFICATION
      AND
      TERMINATION.  The Board or the Committee may, at any time and
      from time to time, amend, modify or terminate the Plan without stockholder
      approval; provided, however, that if an amendment to the Plan would, in the
      reasonable opinion of the Board or the Committee, either (i) materially
      increase the number of Shares available under the Plan, (ii) expand the
      types of awards under the Plan, (iii) materially expand the class of
      participants eligible to participate in the Plan, (iv) materially extend
      the term of the Plan, or (v) otherwise constitute a material change
      requiring stockholder approval under applicable laws, policies or regulations
      or
      the applicable listing or other requirements of an Exchange, then such amendment
      shall be subject to stockholder approval; and provided, further, that the Board
      or Committee may condition any other amendment or modification on the approval
      of stockholders of the Company for any reason, including by reason of such
      approval being necessary or deemed advisable to (i) to comply with the
      listing or other requirements of an Exchange, or (ii) to satisfy any other
      tax, securities or other applicable laws, policies or regulations.

     

    16.2.         
      AWARDS PREVIOUSLY
      GRANTED.  At any time and from time to time, the Committee may
      amend, modify or terminate any outstanding Award without approval of the
      Participant; provided, however:

    


    (a)           Subject
      to the terms of the applicable Award Certificate, such amendment, modification
      or termination shall not, without the Participant's consent, reduce or diminish
      the value of such Award 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    determined
      as if the Award had been exercised, vested, cashed in or otherwise settled
      on
      the date of such amendment or termination (with the per-share value of an Option
      or Stock Appreciation Right for this purpose being calculated as the excess,
      if
      any, of the Fair Market Value as of the date of such amendment or termination
      over the exercise or base price of such Award);

    


    (b)           The
      original term of an Option may not be extended without the prior approval of
      the
      stockholders of the Company;

    


    (c)          
      Except as otherwise provided in Article 15, the exercise price of an Option
      may not be reduced, directly or indirectly, without the prior approval of the
      stockholders of the Company; and

    


    (d)         
      No termination, amendment, or modification of the Plan shall adversely affect
      any Award previously granted under the Plan, without the written consent of
      the
      Participant affected thereby. An outstanding Award shall not be deemed to be
      "adversely affected" by a Plan amendment if such amendment would not reduce
      or
      diminish the value of such Award determined as if the Award had been exercised,
      vested, cashed in or otherwise settled on the date of such amendment (with
      the
      per-share value of an Option or Stock Appreciation Right for this purpose being
      calculated as the excess, if any, of the Fair Market Value as of the date of
      such amendment over the exercise or base price of such Award).

     

    16.3.         
      COMPLIANCE
      AMENDMENTS.  Notwithstanding anything in the Plan or in any
      Award Certificate to the contrary, the Committee may amend the Plan or an Award
      Certificate, to take effect retroactively or otherwise, as deemed necessary
      or
      advisable for the purpose of conforming the Plan or Award Certificate to any
      present or future law relating to plans of this or similar nature (including,
      but not limited to, Section 409A of the Code), and to the administrative
      regulations and rulings promulgated thereunder. By accepting an Award under
      this
      Plan, a Participant agrees to any amendment made pursuant to this
      Section 16.3 to any Award granted under the Plan without further
      consideration or action.

    


    ARTICLE
      17

    GENERAL
      PROVISIONS

     

    17.1.         
      NO RIGHTS TO AWARDS;
      NON-UNIFORM DETERMINATIONS.  No Participant or any Eligible
      Participant shall have any claim to be granted any Award under the Plan. Neither
      the Company, its Affiliates nor the Committee is obligated to treat Participants
      or Eligible Participants uniformly, and determinations made under the Plan
      may
      be made by the Committee selectively among Eligible Participants who receive,
      or
      are eligible to receive, Awards (whether or not such Eligible Participants
      are
      similarly situated).

     

    17.2.         
      NO STOCKHOLDER
      RIGHTS.  No Award gives a Participant any of the rights of a
      stockholder of the Company unless and until Shares are in fact issued to such
      person in connection with such Award.

     

    17.3.         
      SPECIAL PROVISIONS RELATED
      TO
      SECTION 409A OF THE CODE.

    


    (a)           Notwithstanding
      anything in the Plan or in any Award Certificate to the contrary, to the extent
      that any amount or benefit that would constitute non-exempt "deferred
      compensation" for purposes of Section 409A of the Code would otherwise be
      payable or distributable under the Plan or any Award Certificate by reason
      of
      the occurrence of a Change in Control, or the Participant's Disability or
      separation from service, such amount or benefit will not be payable or
      distributable to the Participant by reason of such circumstance unless
      (i) the circumstances giving rise to such Change in Control, Disability or
      separation from service meet any description or definition of "change in control
      event", "disability" or "separation from service", as the case may be, in
      Section 409A of the Code and applicable regulations (without giving effect
      to any elective provisions that may be available under such definition), or
      (ii) the payment or distribution of such amount or benefit would be exempt
      from the application of Section 409A of the Code by reason of the
      short-term deferral exemption or otherwise. This provision does not prohibit
      the
vesting of any Award
      upon a Change in Control, Disability or separation from service, however
      defined. If this provision prevents the payment or distribution of any amount
      or
      benefit, such payment or distribution shall be made on the next earliest payment
      or distribution date or event specified in the Award Certificate that is
      permissible under Section 409A.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (b)           If
      any one or more Awards granted under the Plan to a Participant could qualify
      for
      any separation pay exemption described in Treas. Reg.
      Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar
      limit permitted for the separation pay exemptions, the Company (acting through
      the Committee or the Company's President) shall determine which Awards or
      portions thereof will be subject to such exemptions.

    


    (c)           Notwithstanding
      anything in the Plan or in any Award Certificate to the contrary, if any amount
      or benefit that would constitute non-exempt "deferred compensation" for purposes
      of Section 409A of the Code would otherwise be payable or distributable
      under this Plan or any Award Certificate by reason of a Participant's separation
      from service during a period in which the Participant is a Specified Employee
      (as defined below), then, subject to any permissible acceleration of payment
      by
      the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic
      relations order), (j)(4)(iii) (conflicts of interest), or
      (j)(4)(vi) (payment of employment taxes):

    


    (i)      
      if the payment or distribution is payable in a lump sum, the Participant's
      right
      to receive payment or distribution of such non-exempt deferred compensation
      will
      be delayed until the earlier of the Participant's death or the first day of
      the
      seventh month following the Participant's separation from service;
      and

    


    (ii)      if
      the payment or distribution is payable over time, the amount of such non-exempt
      deferred compensation that would otherwise be payable during the six-month
      period immediately following the Participant's separation from service will
      be
      accumulated and the Participant's right to receive payment or distribution
      of
      such accumulated amount will be delayed until the earlier of the Participant's
      death or the first day of the seventh month following the Participant's
      separation from service, whereupon the accumulated amount will be paid or
      distributed to the Participant and the normal payment or distribution schedule
      for any remaining payments or distributions will resume.

    


    For
      purposes of this Plan, the term
      "Specified Employee" has the meaning given such term in Code Section 409A
      and the final regulations thereunder, provided, however, that, as
      permitted in such final regulations, the Company's Specified Employees and
      its
      application of the six-month delay rule of Code
      Section 409A(a)(2)(B)(i) shall be determined in accordance with rules
      adopted by the Board or any committee of the Board, which shall be applied
      consistently with respect to all nonqualified deferred compensation arrangements
      of the Company, including this Plan.

     

    17.4.         
      WITHHOLDING.  The
      Company or any Affiliate shall have the authority and the right to deduct or
      withhold, or require a Participant to remit to the Company, an amount sufficient
      to satisfy federal, state, and local taxes (including the Participant's FICA
      obligation) required by law to be withheld with respect to any exercise, lapse
      of restriction or other taxable event arising as a result of the Plan. With
      respect to withholding required upon any taxable event under the Plan, the
      Committee may, at the time the Award is granted or thereafter, require or permit
      that any such withholding requirement be satisfied, in whole or in part, 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
      Committee establishes. All such elections shall be subject to any restrictions
      or limitations that the Committee, in its sole discretion, deems
      appropriate.

     

    17.5.         
      NO RIGHT TO CONTINUED
      SERVICE.  Nothing in the Plan, any Award Certificate or any
      other document or statement made with respect to the Plan, shall interfere
      with
      or limit in any way the right of the Company or any Affiliate to terminate
      any
      Participant's employment or status as an officer, director or consultant at
      any
      time, nor confer upon any Participant any right to continue as an employee,
      officer, director or consultant of the Company or any Affiliate, whether for
      the
      duration of a Participant's Award or otherwise. Neither an Award nor any
      benefits arising under this Plan shall constitute an employment contract with
      the Company or any Affiliate and, accordingly, subject to Article 16, this
      Plan and the benefits hereunder may be terminated at any time in the sole and
      exclusive discretion of the Board of Directors without giving rise to any
      liability on the part of the Company or an of its Affiliates.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    17.6.         
      UNFUNDED STATUS OF
      AWARDS.  The Plan is intended to be an "unfunded" plan for
      incentive and deferred compensation. With respect to any payments not yet made
      to a Participant pursuant to an Award, nothing contained in the Plan or any
      Award Certificate shall give the Participant any rights that are greater than
      those of a general creditor of the Company or any Affiliate. This Plan is not
      intended to be subject to ERISA.

     

    17.7.         
      RELATIONSHIP TO OTHER
      BENEFITS.  No payment under the Plan shall be taken into
      account in determining any benefits under any pension, retirement, savings,
      profit sharing, group insurance, welfare or benefit plan of the Company or
      any
      Affiliate unless provided otherwise in such other plan.

     

    17.8.         
      EXPENSES.  The
      expenses of administering the Plan shall be borne by the Company and its
      Affiliates.

     

    17.9.         
      TITLES AND
      HEADINGS.  The titles and headings of the Sections in the Plan
      are for convenience of reference only, and in the event of any conflict, the
      text of the Plan, rather than such titles or headings, shall
      control.

     

    17.10.        GENDER
      AND
      NUMBER.  Except where otherwise indicated by the context, any
      masculine term used herein also shall include the feminine; the plural shall
      include the singular and the singular shall include the plural.

     

    17.11.        FRACTIONAL
      SHARES.  No fractional Shares shall be issued and the Committee
      shall determine, in its discretion, whether cash shall be given in lieu of
      fractional Shares or whether such fractional Shares shall be eliminated by
      rounding up or down.

     

    17.12.        GOVERNMENT
      AND OTHER
      REGULATIONS.

    


    (a)           Notwithstanding
      any other provision of the Plan, no Participant who acquires Shares pursuant
      to
      the Plan may, during any period of time that such Participant is an affiliate
      of
      the Company (within the meaning of the rules and regulations of the Securities
      and Exchange Commission under the 1933 Act), sell such Shares, unless such
      offer
      and sale is made (i) pursuant to an effective registration statement under
      the 1933 Act, which is current and includes the Shares to be sold, or
      (ii) pursuant to an appropriate exemption from the registration requirement
      of the 1933 Act, such as that set forth in Rule 144 promulgated under the
      1933 Act.

    


    (b)           Notwithstanding
      any other provision of the Plan, if at any time the Committee shall determine
      that the registration, listing or qualification of the Shares covered by an
      Award upon any Exchange or under any foreign, federal, state or local law or
      practice, or the consent or approval of any governmental regulatory body, is
      necessary or desirable as a condition of, or in connection with, the granting
      of
      such Award or the purchase or receipt of Shares thereunder, no Shares may be
      purchased, delivered or received pursuant to such Award unless and until such
      registration, listing, qualification, consent or approval shall have been
      effected or obtained free of any condition not acceptable to the Committee.
      Any
      Participant receiving or purchasing Shares pursuant to an Award shall make
      such
      representations and agreements and furnish such information as the Committee
      may
      request to assure compliance with the foregoing or any other applicable legal
      requirements. The Company shall not be required to issue or deliver any
      certificate or certificates for Shares under the Plan prior to the Committee's
      determination that all related requirements have been fulfilled. The Company
      shall in no event be obligated to register any securities pursuant to the 1933
      Act or applicable state or foreign law or to take any other action in order
      to
      cause the issuance and delivery of such certificates to comply with any such
      law, regulation or requirement.

     

    17.13.        GOVERNING
      LAW.  To
      the extent not governed by federal law, the Plan and all Award Certificates
      shall be construed in accordance with and governed by the laws of the State
      of
      Delaware.

     

    17.14.        ADDITIONAL
      PROVISIONS.  Each Award Certificate may contain such other
      terms and conditions as the Committee may determine; provided that such other
      terms and conditions are not inconsistent with the provisions of the
      Plan.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    17.15.        NO
      LIMITATIONS ON RIGHTS OF
      COMPANY.  The grant of any Award shall not in any way affect
      the right or power of the Company to make adjustments, reclassification or
      changes in its capital or business structure or to merge, consolidate, dissolve,
      liquidate, sell or transfer all or any part of its business or assets. The
      Plan
      shall not restrict the authority of the Company, for proper corporate purposes,
      to draft or assume awards, other than under the Plan, to or with respect to
      any
      person. If the Committee so directs, the Company may issue or transfer Shares
      to
      an Affiliate, for such lawful consideration as the Committee may specify, upon
      the condition or understanding that the Affiliate will transfer such Shares
      to a
      Participant in accordance with the terms of an Award granted to such Participant
      and specified by the Committee pursuant to the provisions of the
      Plan.

    


    17.16.        INDEMNIFICATION.  Each
      person who is or shall have been a member of the Committee, or of the Board,
      or
      an officer of the Company to whom authority was delegated in accordance with
      Article 4 shall be indemnified and held harmless by the Company against and
      from any loss, cost, liability, or expense that may be imposed upon or
      reasonably incurred by him or her in connection with or resulting from any
      claim, action, suit, or proceeding to which he or she may be a party or in
      which
      he or she may be involved by reason of any action taken or failure to act under
      the Plan and against and from any and all amounts paid by him or her in
      settlement thereof, with the Company's approval, or paid by him or her in
      satisfaction of any judgment in any such action, suit, or proceeding against
      him
      or her, provided he or she shall give the Company an opportunity, at its own
      expense, to handle and defend the same before he or she undertakes to handle
      and
      defend it on his or her own behalf, unless such loss, cost, liability, or
      expense is a result of his or her own willful misconduct or except as expressly
      provided by statute. The foregoing right of indemnification shall not be
      exclusive of any other rights of indemnification to which such persons may
      be
      entitled under the Company's Certificate of Incorporation or Bylaws, as a matter
      of law, or otherwise, or any power that the Company may have to indemnify them
      or hold them harmless.

     

    
    

    
      	20