exhibit10_48.htm


    EXHIBIT
10.48

    


    


    MICRON
TECHNOLOGY, INC.

    2007
EQUITY INCENTIVE PLAN

    


    ARTICLE
1

    PURPOSE

     

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

    


    ARTICLE
2

    DEFINITIONS

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    (i)     
     "Continuous Status as a Participant" means the
absence of any interruption or termination of service as an employee, officer,
consultant or non-employee director of the Company or any Affiliate, as
applicable; provided, however, that for purposes of an Incentive Stock Option,
or a Stock Appreciation Right issued in tandem with an Incentive Stock Option,
"Continuous Status as a Participant" means the absence of any interruption or
termination of service as an employee of the Company or any Parent or
Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous
Status as a Participant shall not be considered interrupted in the case of any
leave of absence authorized in writing by the Company 

     

    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (s)          "Grant
Date" of an Award means the first date on which all necessary corporate action
has been taken to approve the grant of the Award as provided in the Plan, or
such later date as is determined and specified as part of that authorization
process. Notice of the grant shall be provided to the grantee within a
reasonable time after the Grant Date.

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    ARTICLE
3

    EFFECTIVE
TERM OF PLAN

     

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

     

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

    


    ARTICLE
4

    ADMINISTRATION

     

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

     

    4.2.           ACTION AND INTERPRETATIONS BY THE
COMMITTEE.  For purposes of administering the Plan, the
Committee may from time to time adopt rules, regulations, guidelines and
procedures for carrying out the provisions and purposes of the Plan and make
such other determinations, not inconsistent with the Plan, as the 

     

    
      
        
        

      

      
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    Committee
may deem appropriate. The Committee's interpretation of the Plan, any Awards
granted under the Plan, any Award Certificate and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member
by any officer or other employee of the Company or any Affiliate, the Company's
or an Affiliate's independent certified public accountants, Company counsel or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

     

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

    


    (a)          Grant
Awards;

    


    (b)         Designate
Participants;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

     

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

    


    ARTICLE
5

    SHARES
SUBJECT TO THE PLAN

     

    5.1.           NUMBER OF
SHARES.  Subject to adjustment as provided in Sections 5.2 and
15.1, the aggregate number of Shares reserved and available for issuance
pursuant to Awards granted under the Plan shall be 40,000,000; provided,
however, that each Share issued under the Plan pursuant to a Full Value Award
shall reduce the number of available Shares by two (2) shares. The maximum
number of Shares that may be issued upon exercise of Incentive Stock Options
granted under the Plan shall be 2,000,000.

     

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

    


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

    


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

    


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

     

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

     

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

    


    ARTICLE
6

    ELIGIBILITY

     

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

    


    
      
        
        

      

      
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    ARTICLE
7

    STOCK
OPTIONS

     

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

    


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

    


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

    


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

    


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

    


    (e)           EXERCISE
TERM. No option granted under the Plan shall be exercisable for more than six
years from the Grant Date..

    


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

    


    (g)           SUSPENSION.
Any Participant who is also a participant in the Retirement at Micron ("RAM")
Section 401(k) Plan and who requests and receives a hardship distribution
from the RAM Plan, is prohibited from making, and must suspend, his or her
employee elective contributions and employee contributions including, without
limitation on the foregoing, the exercise of any Option granted from the date of
receipt by that employee of the RAM hardship distribution.

     

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

    


    ARTICLE
8

    STOCK
APPRECIATION RIGHTS

     

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

    


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

    


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

    


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

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

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

    


    (c)           EXERCISE
TERM.  No SAR granted under the Plan shall be exercisable for more
than six years from the Grant Date.

    


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

    


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

    


    ARTICLE
9

    PERFORMANCE
SHARES

     

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

     

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

     

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

     

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

    


    ARTICLE
10

    RESTRICTED
STOCK AND RESTRICTED STOCK UNIT AWARDS

     

    10.1.         GRANT OF RESTRICTED STOCK AND
RESTRICTED STOCK UNITS.  Subject to the terms and 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

    


    ARTICLE
11

    DEFERRED
STOCK UNITS

     

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

    


    ARTICLE
12

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    DIVIDEND
EQUIVALENTS

     

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

    


    ARTICLE
13

    STOCK
OR OTHER STOCK-BASED AWARDS

     

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

    


    ARTICLE
14

    PROVISIONS
APPLICABLE TO AWARDS

     

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

     

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

     

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

     

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

     

    14.5.         BENEFICIARIES.  Notwithstanding
Section 14.4, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive
any distribution with 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    14.9.         ACCELERATION FOR ANY OTHER
REASON.  Regardless of whether an event has occurred as
described in Section 14.7 or 14.8 above, and subject to Section 14.11
as to Qualified Performance-Based Awards, the Committee may in its sole
discretion at any time determine that all or a portion of a Participant's
Options, SARs, and other Awards in the nature of rights that may be exercised
shall become fully or partially exercisable, that all or a part of the
time-based vesting restrictions on all or a portion of the outstanding Awards
shall lapse, and/or that any performance-based criteria with respect to any
Awards shall be deemed to be wholly or partially satisfied, in each case, as of
such date as the Committee may, in its sole discretion, declare; provided,
however, the Committee shall not exercise such discretion with respect to Full
Value Awards comprised of Shares of Restricted Stock or Restricted Stock Units
which, in the aggregate, exceed five percent (5%) of the aggregate number of
Shares reserved and available for issuance pursuant to Awards granted under the
Plan; provided, further, that when calculating whether the five percent (5%)
maximum has been reached, the Committee shall not count or consider any Shares
of Restricted Stock or Restricted Stock Units granted to Non-Employee Directors
or regarding which the Committee accelerated vesting rights, waived restrictions
or determined performance-based criteria had been satisfied resulting from an
event described in Section 14.7, Article 15, a Participant's
termination of employment or separation from service resulting from death,
Disability or for the convenience or in the bests interests of the Company. The
Committee may discriminate among Participants and among Awards granted to a
Participant in exercising its discretion pursuant to this
Section 14.9.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    14.11.       QUALIFIED PERFORMANCE-BASED
AWARDS.

    


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

    


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

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              Cost
      of Goods Sold and Gross Margin

            


    

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              Income
      (gross, operating, net, etc.)

            


    

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              Cash
      flows and share price

            


    

    


    
      	
              ·  

            	
              Return
      on investment, capital, equity

            


    

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              Economic
      profit or loss

            


    

    


    
      	
              ·  

            	
              Market
      share

            


    

    


    
      	
              ·  

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

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              ·  

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

            


    

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

    


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

     

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

     

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

     

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

    


    
      
        
        

      

      
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    ARTICLE
15

    CHANGES
IN CAPITAL STRUCTURE

     

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

     

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

     

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

    


    ARTICLE
16

    AMENDMENT,
MODIFICATION AND TERMINATION

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

     

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

    


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

     

    
      
        
        

      

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

    


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

    


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

    


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

     

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

    


    ARTICLE
17

    GENERAL
PROVISIONS

     

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

     

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

     

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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

     

    17.4.         WITHHOLDING.  The
Company or any Affiliate shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, and local taxes (including the Participant's FICA
obligation) required by law to be withheld with respect to any exercise, lapse
of restriction or other taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require or permit
that any such withholding requirement be satisfied, in whole or in part, by
withholding from the Award Shares having a Fair Market Value on the date of
withholding equal to the minimum amount (and not any greater amount) required to
be withheld for tax purposes, all in accordance with such procedures as the
Committee establishes. All such elections shall be subject to any restrictions
or limitations that the Committee, in its sole discretion, deems
appropriate.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    17.12.       GOVERNMENT AND OTHER
REGULATIONS.

    


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

    


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

     

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

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

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

    


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



    20