exhibit10_7.htm


    Exhibit
10.7

    


    MICRON
TECHNOLOGY, INC.

    NONSTATUTORY
STOCK OPTION PLAN

    


    


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

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              to
      provide additional incentive to Employees and Consultants,
    and

            


    

    


    
      	
              ·  

            	
              to
      promote the success of the Company’s
business.

            


    

    


    Nonstatutory
stock options may be granted under the Plan.

    


    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)           “Affiliate”  means
(i) any subsidiary or parent company of the Company, 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.

    


    (c)           “Applicable Laws”
means the legal requirements relating to the administration of stock option
plans and the issuance of stock and stock options under federal securities laws,
Delaware corporate and securities laws, the Code, and the applicable laws of any
foreign country or jurisdiction where options will be or are being granted under
the Plan.

    


    (d)           “Board” means the
Board of Directors of the Company.

    


    (e)           “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.

    


    (f)           “Code” means the
Internal Revenue Code of 1986, as amended.  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 a
Committee appointed by the Board in accordance with Section 4 of the
Plan.

    


    (h)           “Common Stock” means
the Common Stock of the Company.

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
           


          
            

          

        

        
           


        

      



    (i)           “Company” means Micron
Technology, Inc., a Delaware corporation.

    


    (j)           “Consultant” means any
person, including an advisor, engaged by the Company or a parent, subsidiary or
Affiliate to render services.  The term “Consultant” shall not include
any person who is also an Officer or Director of the Company.

    


    (k)           “Continuous Status as an
Employee or Consultant” means that the employment or consulting
relationship with the Company, any parent, subsidiary, or Affiliate, is not
interrupted or terminated.  Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company, (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any successor or
(iii) change in status from either an Employee to a Consultant or a
Consultant to an Employee.  A leave of absence approved by the Company
shall include sick leave, military leave, or any other personal leave approved
by an authorized representative of the Company.

    


    (l)           “Director” means a
member of the Board.

    


    (m)           “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the
Code.  Notwithstanding the foregoing, for any Options 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.

    


    (n)           “Employee” means any
person, except Officers and Directors, employed by the Company or any parent,
subsidiary or Affiliate of the Company.

    


    (o)           “Fair Market Value” of
the Stock, on any date, means: (i) if the Stock is listed or traded on any
Exchange, the average closing 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 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.

    


    (p)           “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.

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          2

          
            

          

        

        
           


        

      



    (q)           “Officer” means a
person who is an officer of the Company within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

    


    (r)           “Option” means a
nonstatutory stock option granted pursuant to the Plan.  Such option
is not intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.

    


    (s)           “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.

    


    (t)           “Option Exchange
Program” means a program whereby outstanding options are surrendered in
exchange for options with a lower exercise price.

    


    (u)           “Optioned Stock” means
the Common Stock subject to an Option.

    


    (v)           “Optionee” means an
Employee or Consultant who holds an outstanding Option.

    


    (w)           “Plan” means this
Nonstatutory Stock Option Plan.

    


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

    


    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 59,603,088.  The Shares may be authorized, but, unissued, or
reacquired Common Stock.

    


    If an
Option expires or becomes unexercisable without having been exercised in full,
or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
which were subject thereto shall become available for future grant or sale under
the Plan (unless the Plan has terminated).

    


    4.           Administration of the
Plan.

    


    (a)           Procedure.  The
Plan shall be administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted to satisfy Applicable
Laws.  Once appointed, such Board may increase the size of the
Committee and appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and remove all
members of the Committee and thereafter directly administer the Plan, all to the
extent permitted by Applicable Laws.

    


    (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:

     

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          3

          
            

          

        

        
           


        

      



    (i)           to
determine the Fair Market Value of the Common Stock;

    


    (ii)           to
select the Consultants and Employees to whom Options may be

    granted
hereunder;

    


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

    


    (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
reduce the exercise price of any Option to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Option shall have
declined since the date the Option was granted;

    


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

    


    (ix)           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;

    


    (x)           to
modify or amend each Option (subject to Section 14(b) of the Plan), including
the discretionary authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan;

    


    (xi)           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;

    


    (xii)           to
institute and Option Exchange Program;

    


    (xiii)                      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; and

    


    (xiv)                      to
make all other determinations deemed necessary or advisable for administering
the Plan.

     

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          4

          
            

          

        

        
           


        

      



    (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.  Options
may be granted to Employees and Consultants.  Employees and
Consultants who are service providers to an Affiliate may be granted Options
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.

    


     

    6.           Limitations.  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.

     

    


    7.           Term of
Plan.  The Plan shall become effective upon its adoption by the
Board.  It shall continue in effect until terminated under Section 14
of the Plan.

    


    8.           Term of
Option.  The term of each Option shall be stated in the Notice
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.

    


    (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 either the completion of a service period or the
achievement of performance criteria with respect to the Company or the
Optionee.

    


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

    


    (i)           cash;

    


    (ii)           check;

    


    (iii)           promissory
note;

    


    (iv)           other
Shares which 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;

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          5

          
            

          

        

        
           


        

      



    (v)           delivery
of a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price;

    


    (vi)           a
reduction in the amount of any Company liability to the Optionee, other than 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 permitted by Applicable Laws.

    



    
      
        
          9/22/2003
change #2 (n)

        

         


      

      
        6

        
          

        

      

      
         


      

    


    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) written
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.  Shares issued upon
exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her
spouse.  Until the Shares are 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 Shares, 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
30 days following the Optionee’s termination of Continuous Status as an Employee
or Consultant.  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.

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          7

          
            

          

        

        
           


        

      



    (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 otherwise specified by the Administrator in
the Option Agreement, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

    


    12.           Adjustments Upon Changes in
Capitalization, Dissolution, Merger, or Asset Sale.

    


    (a)           Changes in
Capitalization.

    


    Subject
to any required action by the shareholders of the Company, the number of shares
of Common Stock covered by each outstanding Option, and the number of issued
shares of Common Stock which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, 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.  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 limit under Section 3 shall
automatically be adjusted proportionately, and the Shares then subject to each
Award shall automatically be adjusted proportionately without any change in the
aggregate purchase price therefor.  To the extent that any adjustments
made pursuant to this Section 12 cause Incentive Stock Options to cease to
qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          8

          
            

          

        

        
           


        

      



    (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been previously
exercised, it will terminate immediately prior to the consummation of such
proposed action.  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.

    


    (c)           Merger or Asset
Sale.

    


    Upon the
occurrence or in anticipation of any corporate event or transaction involving
the Company (including, without limitation, any merger, reorganization,
recapitalization or combination or exchange of shares or any transaction
described in Section 12(a)), the Administrator may, in its sole discretion,
provide (i) that Options will be settled in cash rather than Common Stock, (ii)
that Options will become immediately vested and exercisable and will expire
after a designated period of time to the extent not then exercised, (iii) that
Options will be assumed by another party to a transaction or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that outstanding Options may be settled by payment in cash or cash equivalents
equal to the excess of the Fair Market Value of the underlying Common Stock, as
of a specified date associated with the transaction, over the exercise price of
the Option, or (v) 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.

    


    


    


    (d)           Change in
Control.   In the event of a Change in Control, the
unexercised portion of the Option shall become immediately
exercisable.

    


    (e)           General.  Any
discretionary adjustments made pursuant to this Section 12 shall be subject to
the provisions of Section 14.

    


    


    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:

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          9

          
            

          

        

        
           


        

      



    (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.

    


    (c)           Compliance
Amendments.  Notwithstanding anything in the Plan or in any
Notice of Grant, Option Agreement or other applicable agreement to the contrary,
the Committee may amend the Plan or any Notice of Grant, Option Agreement or
other applicable agreement, to take effect retroactively or otherwise, as deemed
necessary or advisable for the purpose of conforming the Plan, Notice of Grant,
Option Agreement or other applicable agreement 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 Option under this Plan, a
Optionee agrees to any amendment made pursuant to this Section to any Option
granted under the Plan without further consideration or action.

    


    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 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.

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          10

          
            

          

        

        
           


        

      



    16.           Liability of
Company.  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.

    


    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.           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.

    


    19.           Special Provisions Related
To Section 409A of the Code.

    


    (a)           Notwithstanding
anything in the Plan or in any Notice of Grant, Option Agreement or other
applicable agreement 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 Notice of Grant, Option Agreement or other applicable agreement
by reason of the occurrence of a Change in Control, or the Optionee’s Disability
or separation from service, such amount or benefit will not be payable or
distributable to the Optionee 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 Option 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
Notice of Grant, Option Agreement or other applicable agreement that is
permissible under Section 409A.

    


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

    


    (c)           Notwithstanding
anything in the Plan or in any Notice of Grant, Option Agreement or other
applicable agreement 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 in any
Notice of Grant, Option Agreement or other applicable agreement by reason of a
Optionee’s separation from service during a period in which the Optionee 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):

    
      
        
          
            


             

            9/22/2003
change #2 (n)

          

           


        

        
          11

          
            

          

        

        
           


        

      



    (i) if
the payment or distribution is payable in a lump sum, the Optionee’s right to
receive payment or distribution of such non-exempt deferred compensation will be
delayed until the earlier of the Optionee’s death or the first day of the
seventh month following the Optionee’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 Optionee’s separation from service will be
accumulated and the Optionee’s right to receive payment or distribution of such
accumulated amount will be delayed until the earlier of the Optionee’s death or
the first day of the seventh month following the Optionee’s separation from
service, whereupon the accumulated amount will be paid or distributed to the
Optionee 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.

    


    
      
        



        9/22/2003
change #2 (n)

      

      12