EXHIBIT
10.139


 


MICRON
TECHNOLOGY, INC.


 


1989 EMPLOYEE STOCK


PURCHASE PLAN


 


 


          The following constitute
the provisions of the 1989 Employee Stock Purchase Plan of Micron Technology,
Inc.:


 


          1.       Purpose.  The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions.  It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code
of 1986, as amended.  The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.


 


          2.       Definitions.


 


                   (a)     “Board” shall mean the Board of
Directors of the Company.


 


                   (b)     “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


                   (c)     “Common Stock” shall mean the Common
Stock, $.10 par value, of the Company.


 


                   (d)     “Company”  shall mean Micron Technology, Inc., a Delaware corporation.


 


                   (e)     “Compensation”  with respect to any Employee means such
Employee’s wages, salaries, fees for professional services and other amounts
received for personal services actually rendered in the course of employment
with the Company or its designated subsidiaries to the extent that the amounts
are includible in gross income (including, but not limited to, commissions paid
to salesmen, compensation for services on the basis of a percentage of profits,
tips, and bonuses).


 


          Compensation shall
exclude (a)(1) contributions made by the employer to a plan of deferred
compensation to the extent that, the contributions are not includible in the
gross income of the Employee for the taxable year in which contributed, (2)
employer contributions made on behalf of an Employee to a simplified employee
pension plan described in Code Section 408(k) to the extent such contributions
are excludable from the Employee’s gross income, (3) any distributions from a
plan of deferred compensation; (b) amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held by an
Employee either becomes freely transferable or is no longer subject to
substantial risk of forfeiture; (c) amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; (d) other
amounts which receive special tax benefits, such as premiums for group-term
life insurance (but only to the extent that the premiums are not includible in
the gross income of the employee), or contributions made by the employer
(whether or not under a salary reduction agreement) towards the purchase of any
annuity contract described in Code Section 403(b) (whether or not the
contributions are actually excludable from the Employee’s gross income); (e)
reimbursements or other expense allowances; (f) fringe benefits (cash and
noncash); (g) moving expenses; and (h) welfare benefits.


 


                   (f)      “Continuous Status as an Employee”
shall mean the absence of any interruption or termination of service as an
Employee.  Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.


 


                   (g)     “Designated Subsidiaries” shall mean
the Subsidiaries which have been designated by the Board from time to time in
its sole discretion as eligible to participate in the Plan.


 


                   (h)     “Employee” shall mean any person,
including an officer, who is continuously employed for at least twenty (20)
hours per week and more than five (5) months in a calendar year by the Company
or one of its Designated Subsidiaries;
provided, however, that all employees of an Italian Designated Subsidiary of
the Company shall be considered “Employees” under the Plan, without
regard as to whether they are continuously employed for at least twenty (20)
hours per week or more than five (5) months in a calendar year by an Italian
Designated Subsidiary of the Company.


 


                   (i)      “Enrollment Date” shall mean the
first day of each Offering Period.


 


 


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                   (j)      “Exercise Date” shall mean the last
day of each Offering Period of the Plan.


 


                   (k)     “Offering Period” shall mean a
period of three (3) months during which an option granted pursuant to the Plan
may be exercised.


 


                   (l)      “Plan” shall mean this Employee
Stock Purchase Plan.


 


                   (m)    “Subsidiary” shall mean a corporation,
domestic or foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation now exists or
is hereafter organized or acquired by the Company or a Subsidiary.


 


          3.       Eligibility.


 


                   (a)     Any Employee as defined in paragraph 2 who
has been continuously employed by the Company or any subsidiary of the Company
for at least one (1) consecutive month and who shall be employed by the Company
on a given Enrollment Date shall be eligible to participate in the Plan.


 


                   (b)     Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) if,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company, or (ii)
which permits his rights to purchase stock under all employee stock purchase
plans (described in Section 423 of the Code) of the Company and its
subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of fair market value of such stock (determined at the time such
option is granted) for each calendar year in which such option is outstanding
at any time.


 


          4.       Offering Periods.  The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on or about January 1,
April 1, July 1, and October 1 of each year commencing on or about January 1,
1989 or, in the discretion of the committee, April 1, 1989, and continuing
thereafter until terminated in accordance with paragraph 20 hereof.  Subject to the shareholder approval
requirements of paragraph 20, the Board of Directors of the Company shall have
the power to change the duration of offering periods with respect to future
offerings if such change is announced at least fifteen (15) days prior to the
scheduled beginning of the first offering period to be affected.


 


          5.       Participation.


 


                   (a)     An eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan and filing it with the
Company’s payroll or administrative office at least ten (10) business days
prior to the applicable Enrollment Date, unless a different time for filing the
subscription agreement is set by the Board for all eligible Employees with
respect to a given Offering Period.


 


                   (b)     Payroll
deductions for a participant shall commence on the first payroll following the
Enrollment Date and shall end on the last payroll in the Offering Period to
which such authorization is applicable, unless sooner terminated by the
participant as provided in paragraph 11.


 


          6.       Payroll Deductions.


 


                   (a)     At the time a participant files his
subscription agreement, he or she shall elect to have payroll deductions made
on each payday during the Offering Period in an amount not less than one
percent (1%) and not greater than twenty percent (20%) of the Compensation
which he or she received on the payday immediately preceding the Enrollment
Date, and the aggregate of such payroll deductions during the Offering Period
shall not exceed twenty percent (20%) of his or her aggregate Compensation
during said Offering Period.


 


                   (b)     All payroll deductions made by a
participant shall be credited to his or her account under the Plan.  A participant may not make any additional
payments into such account.


 


                   (c)     A
participant may discontinue his or her participation in the Plan as provided in
paragraph 11, but may not otherwise change, their rate of payroll deductions
during the Offering Period.  A
participant’s subscription agreement shall remain in effect for successive
Offering Periods unless revised 


 


 


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as provided herein or
terminated as provided in paragraph 11.


 


                   (d)     Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and paragraph 3(b)
herein, a participant’s payroll deductions may be decreased to 0% at such time
during any Offering Period which is scheduled to end during the current
calendar year that the aggregate of all payroll deductions accumulated with
respect to such Offering Period and any other Offering Period ending within the
same calendar year equal $21,250. 
Payroll deductions shall recommence at the rate provided in such
participant’s subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in paragraph 11.


 


          7.       Grant of Option.


 


                   (a)     On
the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
each Exercise Date during such Offering Period up to a number of shares of the
Company’s Common Stock determined by dividing such Employee’s payroll deductions
accumulated prior to such Exercise Date and retained in the Participant’s
account as of the Exercise Date by the lower of (i) eighty-five percent (85%)
of the fair market value of a share of the Company’s Common Stock on the
Enrollment Date or (ii) eighty-five percent (85%) of the fair market value of a
share of the Company’s Common Stock on the Exercise Date; provided that in no
event shall an Employee be permitted to purchase during each Offering Period
more than a number of shares determined by dividing $6,250 by the fair market
value of a share of the Company’s Common Stock on the Enrollment Date, and
provided further that such purchase shall be subject to the limitations set
forth in Section 3(b) and 13  hereof.  Exercise of the option shall occur as
provided in Section 8, unless the participant has withdrawn pursuant to Section
11, and shall expire on the last day of the Offering Period.  Fair market value or a share of the
Company’s Common Stock shall be determined as provided in Section 7(b) herein.


 


                   (b)     The
option price per share of the shares offered in a given Offering Period shall
be the lower of:  (i) 85% of the fair
market value of a share of the Common Stock of the Company on the Enrollment
Date; or (ii) 85% of the fair market value of a share of the Common Stock of
the Company on the Exercise Date.  The
fair market value of the Company’s Common Stock on a given date shall be
determined by the Board in its discretion; provided, however that where there
is a public market for the Common Stock, the fair market value per share shall
be the closing price for the Company’s Common Stock (or the closing bid, if no
sales were reported) as quoted on any established stock exchange, including
without limitation the New York Stock Exchange (“NYSE”), or a national market
system (or the exchange with the greatest volume of trading in Common Stock) on
the day of determination, as reported by Bloomberg, L.P. or such other source
as the Administrator deems reliable.


 


          8.       Exercise of Option.  Unless a participant withdraws from the Plan
as provided in paragraph 11, his or her option for the purchase of shares will
be exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased for him or
her at the applicable option price with the accumulated payroll deductions in
his account.  The shares purchased upon
exercise of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date. 
During his or her lifetime, a participant’s option to purchase shares
hereunder is exercisable only by such participant.


 


          9.       Paragraph Intentionally Left Blank.


 


10.     Delivery.   Following the Exercise Date of each Offering Period, unless a
participant requests the issuance of a certificate representing the
participant’s shares, the Company shall as soon as practicable record the
participant’s full shares in book entry form. 
Upon request from a participant, the Company shall arrange for the
delivery to the participant of a certificate representing the full shares
purchased.  Any cash remaining to the
credit of a participant’s account under the Plan after a purchase by the
participant of shares at the termination of each Offering Period, which is
insufficient to purchase a full share of Common Stock of the Company, shall be
returned to said participant or retained in the participant’s account for the
subsequent Offering Period, as determined by the Company as to all participants
for a given Offering Period.


 


 


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          11.     Withdrawal;
Termination of Employment.


 


                   (a)     A participant may withdraw all but not less
than all the payroll deductions credited to such participant’s account under
the Plan at any time prior to the Exercise Date of the Offering Period by
giving written notice to the Company in the form of Exhibit B to this
Plan.  All of the participant’s payroll
deductions credited to his or her account will be paid to him or her promptly
after receipt of the notice of withdrawal and the participant’s option for the
current Offering Period will be automatically terminated, and no further
payroll deductions for the purchase of shares will be made during the Offering
Period.  If a participant withdraws from
an Offering Period, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement as described in Section 5(a).


 


                   (b)     Upon
termination of the participant’s Continuous Status as an Employee prior to the
Exercise Date of the Offering Period for any reason, including retirement or
death, the payroll deductions credited to such participant’s account will be
returned to him or her or, in the case of his or her death, to the person or
persons entitled thereto under paragraph 15, and such participant’s option will
be automatically terminated.


 


                   (c)     In the event an Employee fails to remain in
Continuous Status as an Employee of the Company for at least twenty (20) hours
per week during the Offering Period in which the Employee is a participant, he
or she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to his or her account will be returned to him or her and
the option terminated.


 


                   (d)     A participant’s withdrawal from an Offering
Period will not have any effect upon his or her eligibility to participate in a
succeeding Offering Period or in any similar plan which may hereafter be
adopted by the Company.


 


          12.     Interest.  No interest shall accrue on the payroll deductions of a
participant in the Plan.


 


          13.     Stock.


 


                   (a)     The
maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 18,500,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
paragraph 19.  If the total number of
shares which would otherwise be subject to options granted pursuant to Section
7(a) hereof on the Enrollment Date of an Offering Period exceeds the number of
shares then available under the Plan (after deduction of all shares for which
options have been exercised or are then outstanding), the Company shall make a
pro rata allocation of the shares remaining available for option grant in as
uniform a manner as shall be practicable and as it shall determine to be
equitable.  In such event, the Company
shall give written notice of such reduction of the number of shares subject to
the option to each participant affected thereby and shall similarly reduce the
rate of payroll deductions, if necessary.


 


                   (b)     The participant will have no interest or
voting right in shares covered by his or her option until such option has been
exercised.


 


                   (c)     Shares to be delivered to a participant
under the Plan will be registered in the name of the participant or in the name
of the participant and his or her spouse.


 


          14.     Administration.  The Plan shall be administered by the Board
of the Company or a committee of members of the Board appointed by the
Board.  The administration,
interpretation or application of the Plan by the Board or its committee shall
be final, conclusive and binding upon all participants.  Members of the Board who are eligible
Employees are permitted to participate in the Plan, provided that:


 


                   (a)     Members of the Board who are eligible to
participate in the Plan may not vote on any matter affecting the administration
of the Plan or the grant of any option pursuant to the Plan.


 


                   (b)     If a Committee is established to administer
the Plan, no member of the Board who is eligible to participate in the Plan may
be a member of the Committee.


 


          15.     Designation
of Beneficiary.


 


                   (a)     A participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any,
from the participant’s account under the Plan in the event of such
participant’s death 


 


 


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subsequent to the end of the Offering Period but prior to delivery to
him of such shares and cash.  In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant’s account under the Plan in the event
of such participant’s death prior to the Exercise Date of the Offering Period.


 


                   (b)     Such designation of beneficiary may be
changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant’s death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


 


          16.     Transferability of Rights.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 15 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with
paragraph 11.


 


          17.     Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.


 


          18.     Reports.  Individual accounts will be maintained for each participant in
the Plan.  Statements of account will be
given to participating Employees; on no less than an annual basis, promptly
following the Exercise Date, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased and
the remaining cash balance, if any.


 


          19.     Adjustments Upon Changes in
Capitalization.  Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock covered by each option under the Plan which has not yet been
exercised and the number of shares of Common Stock which have been authorized
for issuance under the Plan but have not yet been placed under option
(collectively, the “Reserves”), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall
be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.”  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an option.


 


          In the event of the
proposed dissolution or liquidation of the Company, the Offering Period will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board.   In the
event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, each
option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the participant
shall have the right to exercise the option as to all of the optioned stock,
including shares as to which the option would not otherwise be
exercisable.  If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify the participant that the
option shall be fully exercisable for a period of thirty (30) days from the
date of such notice, and the option will terminate upon the expiration of such
period.


 


 


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          The Board may, if it so
determines in the exercise of its sole discretion, also make provision for
adjusting the Reserves, as well as the price per share of Common Stock covered
by each outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.


 


          20.     Amendment or Termination.  The Board of Directors of the Company may at
any time terminate or amend the Plan. 
Except as provided in paragraph 19, no such termination can affect
options previously granted, nor may an amendment make any change in any option
theretofore granted which adversely affects the rights of any participant, nor
may an amendment be made without prior approval of the shareholders of the
Company (obtained in the manner described in paragraph 22) if such amendment
would:


 


                   (a)     Increase the number of shares that may be
issued under the Plan;


 


                   (b)     Change the designation of the employees (or
class of employees) eligible for participation in the Plan; or


 


                   (c)     Materially increase the benefits which may
accrue to participants under the Plan.


 


                   (d)     In the event that the Board determines that
the ongoing operation of the Plan may result in unfavorable financial
accounting  consequences, the Board may, in its discretion and, to the
extent necessary or desirable, modify or amend the Plan by means of the
following to reduce or eliminate such unfavorable accounting consequence
including, but not limited to:


 


                             (i)      altering the option price per share for
any Offering Period, including an Offering Period underway at the time of the
change in Purchase Price including an alteration of the option price under
paragraph 7(b) to 85% of the fair market value of a share of the Common
Stock of the Company on the Exercise Date (without a lookback to the fair
market value on the Enrollment Date); and


 


                             (ii)     shortening
any Offering Period so that Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action.


 


          Such modifications or
amendments shall not require stockholder approval or the consent of any Plan
participants.


 


          21.     Notices.  All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.


 


          22.     Shareholder Approval.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or
after the date the Plan is adopted.  If
such shareholder approval is obtained at a duly held shareholders’ meeting, it
may be obtained by the affirmative vote of the holders of a majority of the
shares of the Company present or represented and entitled to vote thereon,
which approval shall be:


 


                   (a)     (1)     solicited
substantially in accordance with Section 14(a) of the Securities Act of 1934,
as amended (the “Act”) and the rules and regulations promulgated thereunder, or
(2) solicited after the Company has furnished in writing to the holders
entitled to vote substantially the same information concerning the Plan as that
which would be required by the rules and regulations in effect under Section
14(a) of the Act at the time such information is furnished; and


 


                   (b)     obtained at or prior to the first annual
meeting of shareholders held subsequent to the first registration of Common
Stock under Section 12 of the Act.


 


                   In the case of
approval by written consent, it must be obtained by the unanimous written
consent of all shareholders of the Company, or by written consent of a smaller
percentage of shareholders but only if the Board determines, on the basis of
advice of the Company’s legal counsel, that the written consent of such a
smaller percentage of shareholders will comply with all applicable laws and
will not adversely affect the qualifications of the Plan under Section 423 of
the Code.


 


 


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          23.     Conditions Upon Issuance of Shares.  


 


Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Act, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.


 


                   As a condition
to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.


 


          24.     Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company as described in paragraph 22.  It shall continue in effect for a term of
twenty (20) years unless sooner terminated under paragraph 20.


 


 


 


 


 


 


REVISION DATE:  3/8/02


 


 


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