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Exhibit 4.10    
    


 
  MICRON TECHNOLOGY, INC.
  2001 STOCK OPTION PLAN    
    


        1.    Purposes of the Plan.    The purposes of this Stock Option Plan are: 



	•
	to
attract and retain the best available personnel for positions of substantial responsibility,



	•
	to
provide additional incentive to Employees, Directors, and Consultants, and



	•
	to
promote the success of the Company's business. 




Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. 


        2.    Definitions.    As used herein, the following definitions shall apply: 



        (a)   "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan. 


        (b)   "Applicable Laws" means the legal requirements relating to the administration of stock option plans under Delaware
corporate and securities laws and the Code. 


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



        (d)   "Change in Control" means the acquisition by any person or entity, directly, indirectly or beneficially, acting alone or
in concert, of more than thirty-five percent (35%) of the Common Stock of the Company outstanding at any time. 


        (e)   "Code" means the Internal Revenue Code of 1986, as amended. 


        (f)    "Committee" means a Committee appointed by the Board in accordance with Section 4 of the Plan. 



        (g)   "Common Stock" means the Common Stock of the Company. 


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


        (i)    "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services
and who is compensated for such services. 


        (j)    "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship with the Company,
any Parent, or Subsidiary, is not interrupted or terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of (i) military leave, sick leave, or
any personal leave of absence approved by the Company, or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor, or
(iii) in the discretion of the Administrator as specified at or prior to such occurrence, in the case of a spin-off, sale, or disposition of the Optionee's employer from the Company
or any Parent or Subsidiary. 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 Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. 


        (k)   "Director" means a member of the Board. 


        (l)    "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 



        (m)  "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. 










        (n)   "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



        (o)   "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



          (i)  If
the Common Stock is listed on any established stock exchange, including without limitation the New York Stock Exchange ("NYSE"), or a national market system, the
Fair Market Value of a Share of Common Stock shall be the average closing price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange
with the greatest volume of trading in Common Stock) for the last market trading day prior to the day of determination, as reported by Bloomberg L.P. or
such other source as the Administrator deems reliable; 


         (ii)  If
the Common 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 a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of
determination, as reported by Bloomberg L.P. or such other source as the Administrator deems reliable; 



        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. 




        (p)   "Incentive Stock Option" means an Option that qualifies as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder. 


        (q)   "Nonstatutory Stock Option" means an Option that does not qualify as an Incentive Stock Option. 



        (r)   "Notice of Grant" means a written notice evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is subject to the terms and conditions of the Option Agreement. 


        (s)   "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder. 


        (t)    "Option" means a stock option granted pursuant to the Plan. 



        (u)   "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions of
an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 


        (v)   "Optioned Stock" means the Common Stock subject to an Option. 


        (w)  "Optionee" means an Employee or Consultant who holds an outstanding Option. 



        (x)   "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


        (y)   "Plan" means this 2001 Option Plan. 


        (z)   "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 


        (aa) "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. 


        (bb) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of
the Code. In the case of an Option that is not intended to qualify as an Incentive Stock Option, the term "Subsidiary" shall also include any other entity in which the Company, or any Parent or
Subsidiary of the Company has a significant ownership interest. 











        3.    Stock Subject to the Plan.    Subject to the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is 47,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. 


        If
an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan shall not be returned to
the Plan and shall not become available for future distribution under the Plan. 


        4.    Administration of the Plan.    



        (a)    Administrator.    The Plan shall be administered by a Committee appointed by the Board (which Committee shall
consist of two or more directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that the directors appointed to serve on the Committee
shall be "non-employee directors" (within the meaning of Rule 16b-3) and "outside directors" (within the meaning of Code Section 162(m)). However, the mere fact
that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Option granted by the Committee which Option 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, in its discretion, may delegate to a special
Committee all or part of the Administrator's authority and duties with respect to grants and awards to individuals who at the time of grant are not, and are not anticipated to become, either
(i) "covered employees," as defined in Code Section 162(m)(3), or (ii) persons subject to the reporting and other provisions of Section 16 of the Exchange Act. The Board
may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the delegate or delegates that were consistent with the terms of the Plan. 


        (b)    Powers of the Administrator.    Subject to the provisions of the Plan, and in the case of a Committee, subject
to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 



          (i)  to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(o) of the Plan; 


         (ii)  to
select the Employees, Directors, and Consultants to whom Options may be granted hereunder; 


        (iii)  to
determine whether and to what extent Options are granted; 


        (iv)  to
determine the number of shares of Common Stock to be covered by each Option granted hereunder; 


         (v)  to
approve forms of agreement for use under the Plan; 


        (vi)  to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 


       (vii)  to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 


      (viii)  to
prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws; 












        (ix)  to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 



         (x)  to
make all other determinations deemed necessary or advisable for administering the Plan; and 


        (xi)  to
allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number
of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or
advisable. 




        (c)    Effect of Administrator's Decision.    The Administrator's decisions, determinations, and interpretations shall
be final and binding on all Optionees and any other holders of Options. 




        5.    Eligibility.    Nonstatutory Stock Options may be granted to Employees, Directors, and Consultants. Incentive
Stock Options may be granted only to Employees. If otherwise eligible, an Employee or Consultant who has been granted an Option may be granted additional Options. 



        6.    Limitations.    



        (a)   Each
Option shall be designated in the Notice of Grant as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to
the extent that the aggregate Fair Market Value of Shares subject to an Optionee's Incentive Stock Options granted by the Company or any Parent or Subsidiary, which become exercisable for the first
time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant. 


        (b)   Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee's employment or consulting relationship with the Company,
nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such employment or consulting relationship at any time, with or without cause. 


        (c)   The
following limitations shall apply to grants of Options to Employees: 



          (i)  No
Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 2,000,000 Shares. 


         (ii)  The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 12. 





        7.    Term of Plan.    Subject to Section 18 of the Plan, the Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the Company as described in Section 18 of the Plan. It shall continue in effect for a term of ten (10) years
unless terminated earlier under Section 14 of the Plan. 


        8.    Term of Option.    The term of each Option shall be stated in the Notice of Grant, but shall not exceed ten
(10) years; provided, however, that in the case of an Incentive Stock Option granted to an Optionee who, at the time Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall not be longer than five (5) years from the
date of grant. 


        9.    Option Exercise Price and Consideration.    



        (a)    Exercise Price.    The per share exercise price for the Shares to be issued pursuant to exercise of an Option
shall be determined by the Administrator, but shall not be less than the Fair Market Value per share on the date of grant of the Option. In the case of an Incentive Stock 







Option
granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or
Parent or Subsidiary, the per share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 


        (b)    Waiting Period and Exercise Dates.    At the time an Option is granted, the Administrator shall fix the period
within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In doing so, the Administrator may specify that an Option may
not be exercised until the completion of a service period. 



        (c)    Form of Consideration.    The Administrator shall determine the acceptable form of consideration for exercising
an Option, including the method of payment. The Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: 



          (i)  cash;



         (ii)  check;



        (iii)  promissory
note; 


        (iv)  other
Shares which have been owned by the Optionee for more than six months on the date of surrender and have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be exercised; 


         (v)  to
the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and the Company's adoption of such program in
connection with the Plan, the delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect a
so-called "cashless exercise" whereby the broker sells the Option Shares and delivers cash sales proceeds to the Company in payment of the exercise price and any applicable taxes (in which
case the date of exercise shall be deemed to be the date on which notice of exercise is received by the Company, and the exercise price shall be delivered to the Company on the settlement date); 


        (vi)  a
reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company sponsored
deferred compensation program or arrangement; 


       (vii)  any
combination of the foregoing methods of payment; or 


      (viii)  such
other consideration and method of payment for the issuance of Shares to the extent approved by the Administrator and permitted by Applicable Laws. 





        10.    Exercise of Option.    



        (a)    Procedure for Exercise; Rights as a Shareholder.    Any Option granted thereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. 


        An
Option may not be exercised for a fraction of a Share. 


        An
Option shall be deemed exercised when the Company receives: (i) notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such stock certificate, either in 










book
entry form or in certificate form, promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 12 of the Plan. 


        Exercising
an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised. 


        (b)    Termination of Employment or Consulting Relationship.    Upon termination of an Optionee's Continuous Status as
an Employee or Consultant, other than upon the Optionee's death or Disability, the Optionee may exercise his or her Option, but only within such period of time as is specified in the Notice of Grant,
and only to the extent that the Optionee was entitled to exercise it as the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of
Grant). In the absence of a specified time in the Notice of Grant, the Option shall remain exercisable for thirty 30 days following the Optionee's termination of Continuous Status as an
Employee or Consultant. In the case of an Incentive Stock Option, such period of time shall not exceed thirty (30) days from the date of termination. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 



        (c)    Disability of Optionee.    In the event that an Optionee's Continuous Status as an Employee or Consultant
terminates as a result of the Optionee's Disability, the Optionee may exercise his or her Option at any time within twelve (12) months from the date of such termination, but only to the extent
that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant). If, at the
date of termination, the Optionee does not exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 


        (d)    Death of Optionee.    In the event of the death of an Optionee, the Option may be exercised at any time within
twelve (12) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the date of death. If, at any time of
death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan. 


        (e)    Suspension.    Any Optionee 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. 




        11.    Non-Transferability of Options.    Unless determined otherwise by the Administrator, an Option may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems appropriate. 






        12.    Adjustments Upon Changes in Capitalization, Dissolution, Corporate Transaction, or Change in Control.    



        (a)    Changes in Capitalization.    In the event of a corporate transaction involving the Company (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange
of shares), the authorization limits under Sections 3 and 6(c)(i) of the Plan shall be adjusted proportionately, and the Administrator may adjust Options to preserve the benefits or potential
benefits of the Options. Action by the Administrator may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and
kind of shares subject to outstanding Options; (iii) adjustment of the exercise price of outstanding Options; and (iv) any other adjustments that the Administrator determines to be
equitable. In addition, the Administrator may, in its sole discretion, provide (i) that Options will be settled in cash rather than Stock, (ii) that Options will be assumed by another
party to a transaction or otherwise be equitably converted in connection with such transaction, or (iii) any combination of the foregoing. The Administrator's determination need not be uniform
and may be different for different Optionees whether or not such Optionees are similarly situated. Without limiting the foregoing, n the event a stock dividend or stock split is declared upon the
Shares, the authorization limits under Sections 3 and 6(c)(i) shall be increased
proportionately, and the shares of Stock then subject to each Option shall be increased proportionately without any change in the aggregate purchase price therefor. 


        (b)    Dissolution or Liquidation.    To the extent not previously exercised, Options will terminate immediately prior
to the consummation of any proposed dissolution or liquidation of the Company. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory
Stock Options. 


        (c)    Corporate Transaction.    In the event of a reorganization, merger, consolidation, statutory share exchange or
similar form of corporate transaction involving the Company that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction, or
the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an affiliate of the Company, each outstanding Option shall be assumed or an equivalent
option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the
Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an
Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically
that the Option shall be fully vested and exercisable for a period of thirty (30) days from the date of such notice, and the Option shall terminate upon the expiration of such period or, in the
discretion of the Administrator, the Option shall be settled in cash rather than stock upon the consummation of such corporate transaction. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 6(a), the excess Options shall be deemed to be Nonstatutory Stock Options. 


        (d)    Change in Control.    In the event of a Change in Control, the unexercised portion of each Option then
outstanding shall become wholly vested and immediately exercisable. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 6(a),
the excess Options shall be deemed to be Nonstatutory Stock Options. 




        13.    Date of Grant.    The date of grant of an Option shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, or such other later date as is 






determined
by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant. 


        14.    Amendment and Termination of the Plan.    



        (a)    Amendment and Termination.    Except as provided herein, the Board may at any time amend, alter, suspend, or
terminate the Plan without shareholder approval; provided, however, that the Board may condition any amendment or modification on the approval of shareholders of the Company if such approval is
necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations. No 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 Optionee, nor may an amendment be made without prior approval of the shareholders of the Company if such amendment
would: 



          (i)  increase
the number of shares that may be issued under the Plan; 


         (ii)  change
the designation of the employees (or class of employees) eligible for participation in the Plan; or 


        (iii)  materially
increase the benefits which may accrue to participants under the Plan. 




        (b)    Effect of Amendment or Termination.    No amendment, alteration, suspension, or termination of the Plan shall
impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 




        15.    Conditions Upon Issuance of Shares.    



        (a)    Legal Compliance.    Shares shall not be issued pursuant to the exercise of an Option unless the exercise of
such Option and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to such compliance. 


        (b)    Investment Representations.    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. 




        16.    Liability of Company.    



        (a)    Inability to Obtain Authority.    The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 



        (b)    Grants Exceeding Allotted Shares.    If the Optioned Stock covered by an Option exceeds, as of the date of
grant, the number of Shares which may be issued under the Plan without additional shareholder approval, such Option shall be void with respect to such excess Optioned Stock, unless shareholder
approval of an amendment sufficiently increasing the number of shares subject to the Plan is timely obtained in accordance with Section 14(b) of the Plan. 




        17.    Reservation of Shares.    The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 


        18.    Shareholder Approval.    Continuance of the Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under applicable federal and
Delaware law. 


        19.    Restriction on Repricing.    Without the prior approval of the shareholders of the Company, the Administrator
shall not reprice any Options issued under the Plan through cancellation and regrant, by lowering the exercise price, or by any other means. 









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Exhibit 4.10


MICRON TECHNOLOGY, INC. 2001 STOCK OPTION PLAN