exhibit10_6.htm


    


      Exhibit
10.6

      MICRON
TECHNOLOGY, INC.

      AMENDED
AND RESTATED

      1998
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

      


      


      1.           Purpose. The purpose
of the Micron Technology, Inc. 1998 Non-Employee Director Stock Incentive Plan
is to attract, retain and compensate highly-qualified individuals who are not
employees of Micron Technology, Inc. or any of its subsidiaries or affiliates
for service as members of the Board by providing them
with an ownership interest in the Common Stock of the Company. The Company
intends that the Plan will benefit the Company and its stockholders by allowing
Non-Employee Directors to have a personal financial stake in the Company through
an ownership interest in the Common Stock and will closely associate the
interests of Non-Employee Directors with that of the Company's
stockholders.

      


      2.           Defined Terms. Unless
the context clearly indicates otherwise, the following terms shall have the
following meanings:

      


      "Board" means the Board of Directors of
the Company.

      


      “Change in Control” means “change of
control” or “change in effective control” of the Company, or “change in the
ownership of a substantial portion of the assets” of the Company as described or
defined in Section 409A of the Code and applicable regulations (without
giving effect to any elective provisions that may be available under such
definition).

      


      “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.

      


      


      "Company" means Micron Technology,
Inc.

      


      "Committee" has the meaning assigned
such term in Section 3.

      


      "Common Stock" means the common stock,
par value $0.10 per share, of the Company.

      


      "Deferral Period" has the meaning set
forth in Section 6(e) of the Plan.

      


      "Deferred Stock Rights" means the right
to receive shares of Common Stock upon Separation from Services, as described in
Section 6(e) of the Plan.

      


      "Dividend" has the meaning set forth in
Section 6(e) of the Plan.

      


      "Election Form" means a form approved
by the Committee pursuant to which a Non-Employee Director elects a form of
payment of his or her Retainer, as provided in Section 6(a).

      


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

      

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

      


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

      


      (b) If
the Common Stock is quoted on the over-the-counter market or is regularly quoted
by a recognized securities dealer, but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported by Bloomberg L.P. or such other source
as the Administrator deems reliable; or

      


      (c) in
the absence of an established market for the Common 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..

      


      


      "Non-Employee Director" means a
director of the Company who is not an employee of the Company or of any of its
subsidiaries or affiliates.

      


      "Participant" means any Non-Employee
Director who is participating in the Plan.

      


      "Plan" means the Micron Technology,
Inc. 1998 Non-Employee Director Stock Incentive Plan, as amended from time to
time.

      


      "Plan Administrator" means the person
or persons designated by the Committee to administer the Plan in accordance with
Section 3 of the Plan.  If no such administrator is designated, the
Plan Administrator shall be the Committee or the Board, as the case may be,
administering the Plan pursuant to Section 3.

      


      "Plan Year" means the twelve-month
period ending on December 31 of each year which, for purposes of the Plan, is
the period for which Retainer is earned.

      


      "Quarterly Grant Date" has the meaning
set forth in Section 6(c) of the Plan.

      


      "Quarterly Service Period" has the
meaning set forth in Section 6(c) of the Plan.

      


      "Retainer" means the compensation
payable by the Company to a Non-Employee Director for service as a director
(and, if applicable, as the member of a committee of the Board) of the Company,
as such amount may be changed from time to time.

      


      "Rule 16b-3" means Rule 16b-3, as
amended from time to time, of the Securities and Exchange Commission as
promulgated under the Exchange Act.

      


      "Securities Act" means the Securities
Act of 1933, as amended.

      

        
          
            
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      “Separation
from Service” means the good faith and complete termination of the Non-Employee
Director’s services to the Company without anticipation of the renewal of
services.

      


      "Shares" means shares of Common
Stock.

      


      "Stock Equivalent Amount" means the
portion (in 25% increments) of a Non- Employee Director's Retainer for a Plan
Year that he or she has elected to receive in the form of Common Stock or
Deferred Stock Rights.

      


      "Unforeseeable Emergency" has the
meaning set forth in Section 6(f) of the Plan.

      


      3.           Administration. The
Plan shall be administered by the Compensation Committee of the Board of
Directors (the "Committee"). Subject to the provisions of the Plan, the
Committee shall be authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall have no discretion with respect to
the eligibility or selection of Non-Employee Directors to receive awards under
the Plan, the number of Shares subject to any such awards or the time at which
any such awards are to be granted. The Committee's interpretation of the Plan,
and all actions taken and determinations made by the Committee pursuant to the
powers vested in it hereunder, shall be conclusive and binding upon all parties
concerned including the Company, its stockholders and persons granted awards
under the Plan. The Committee may appoint a plan administrator to carry out the
ministerial functions of the Plan, but the administrator shall have no other
authority or powers of the Committee. Notwithstanding the foregoing, the Board
shall exercise any and all rights, duties and powers of the Committee under the
Plan to the extent required by the applicable exemptive conditions of Rule
16b-3, as determined by the Board its sole discretion.

      


      4.           Shares Subject to
Plan. The Shares issued under the Plan shall not exceed in the aggregate
250,000 shares of Common Stock. Such Shares may be authorized and unissued
shares or treasury shares.

      


      5.           Participants. All
active Non-Employee Directors shall be eligible to participate in the
Plan.

      


      6.           Form of Payment of
Retainer.

      


      (a)           Annual and Initial
Elections. On or before November 30 of each year (December 31, 1998 in
the case of the first Plan Year), each Non-Employee Director shall file with the
Plan Administrator an election form prescribed by the Plan Administrator (the
"Election Form"), in which such Non-Employee Director shall indicate his or her
preference to receive some or all of his or her Retainer for the following Plan
Year in the form of (i) cash, (ii) Common Stock, or (iii) Deferred Stock Rights.
Such elections shall be made in increments of 25% of the Retainer. Individuals
who are nominated to become Non-Employee Directors may make such election no
later than 30 days after the date the Non-Employee Director first becomes
eligible to participate in the Plan.  If a Non-Employee Director fails
to timely file an Election Form for a Plan Year, then 100% of his or her
Retainer for such Plan Year will be paid in cash. If a Non-Employee Director
makes an election for any Plan Year and does not revoke such election before the
beginning of any subsequent Plan Year, such election shall remain in effect for
each such subsequent Plan Year and shall be irrevocable through the end of such
subsequent Plan Year.

      

        
          
            
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      (b)           Cash Payments. That
portion of the Retainer to be paid in cash will be paid monthly for services
rendered during the preceding month.

      


      (c)           Grant Dates and Formula for
Stock Grants. To the extent that a Non-Employee Director has elected to
receive some or all of his or her Retainer in the form of Common Stock and has
not elected to defer receipt of such shares pursuant to Section 6(e), shares of
Common Stock shall be automatically granted to such Non-Employee Director on
March 31, June 30, September 30 and December 31 of each Plan Year (each such
date is hereinafter referred to as a "Quarterly Grant Date"). The total number
of Shares included in each grant under this Section 6(c) shall be determined by
(i) dividing the Stock Equivalent Amount earned by the Non-Employee Director
during the three-month period immediately preceding the Quarterly Grant Date
(the "Quarterly Service Period") by the Fair Market Value per Share on the
Quarterly Grant Date, and (ii) and subtracting any Shares to be deferred
pursuant to Section 6(e). Fractions will be rounded to the next highest
Share.

      


      (d)           Separation from Service
During Quarterly Service Period. In the event of Separation from
ServiceSeparation from Service on the Board by any Participant during a
Quarterly Service Period, such Participant's award for the Quarterly Service
Period shall be determined in accordance with Sections 6(b) based upon the Stock
Equivalent Amount earned during such Quarterly Service Period through the date
of Separation from Service, provided, that the grant date shall be the date of
Separation from  Service unless the grant has been deferred pursuant
to Section 6(e).

      


      (e)           Deferred Stock
Rights.

      


      (i)           Election to Defer.
Each Participant will have the right to elect, in his or her Election Form
delivered to the Plan Administrator prior to the commencement of each Plan Year,
to defer until after the Participant's Separation from Service the grant of the
Shares that would otherwise be granted to the Participant during the next
ensuing Plan Year ("Deferred Stock Rights"). Pursuant to this Election Form, the
Participant will elect whether all of the deferred grant for the applicable Plan
Year will be (a) granted within 30 days after Separation from Service or (b)
granted in approximately equal annual installments of Shares over a period of
two to five years (as the Participant may elect) after the Separation from
Service, each such annual grant to be made within 30 days after the anniversary
of the Separation from Service. The deferral Election Form signed by the
Participant prior to the Plan Year will be irrevocable except in case of an
Unforeseeable Emergency (as defined in Section 6(f)).   No Shares
will be issued until the grant date(s) so deferred (the "Deferred Grant Date")
at which time the Company agrees to issue the Shares to the Participant. The
Participant will have no rights as a stockholder with respect to the Deferred
Stock Rights, and the Deferred Stock Rights will be unsecured.

      


      (ii)           Deferred Dividend
Account. If any cash dividends ("Dividends") are distributed to holders
of Common Stock during the period from the applicable Quarterly Grant Date until
the Deferred Grant Date (the "Deferral Period") but prior to the Participant's
Separation from Service, an amount equal to the cash value of such Dividends on
their distribution date, as such value is determined by the Committee, will be
credited to a deferred dividend account for the Participant as follows: the
account will be credited with the right to receive Shares having a Fair Market
Value as of the date of the Dividend equal to the cash value of the Dividend.
The Company will issue Shares equal to the cumulative total of rights to Shares
in such account within 30 days after the Participant's Separation from
Service.

      

        
          
            
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      If a Dividend is distributed to holders
of Common Stock after the Participant's Separation from Service but prior to the
issuance in full of the deferred Shares, an amount equal to the cash value of
such Dividends pertaining to any Shares still deferred shall be converted into
Shares equivalent in value to the Dividend (based on the Fair Market Value as of
the date of distribution of the Dividend) and such Shares will be issued to the
Participant within 30 days after the date of the distribution of the
Dividend.  No right or interest in the Deferred Stock Rights or in the
deferred dividend account shall be subject to liability for the debts, contracts
or engagements of the Participant or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in this
Section 6(e) shall prevent transfers by will or by the applicable laws of
descent and distribution. The Committee will have the right to adopt other
regulations and procedures to govern deferral of grants of Shares.

      


      (f)           Unforeseeable
Emergency.  For purposes of this Plan, an “unforeseeable emergency”
means a severe financial hardship to the Participant resulting from illness or
accident of the Participant, the Participant's spouse, or a dependent (as
defined in Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  The amounts distributable because of an
unforeseeable emergency cannot exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such
emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant's assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).  Notwithstanding any provision in the Plan to the contrary,
any payment made pursuant to this Section 6(g) shall comply with Section
409A(a)(2)(A)(vi) of the Code and the regulations (or similar guidance)
promulgated thereunder (or any successor provisions).

      


      (g)          No
Participant shall have the right to accelerate any amounts payable under this
Plan.  The Committee may accelerate amounts payable under this Plan
only if there is an exception to the prohibition on acceleration of payments as
set forth in Treasury Regulation Section 1.409A-3(j)(4).

      


      (h)          Notwithstanding
anything herein 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 to a
Participant by reason of the occurrence of a change in control or similar
corporate event or transaction involving the Company, or a Participant’s
disability or separation from service, such amount or benefit will not be
payable or distributable by reason of such circumstance unless (i) the
circumstances giving rise to such transaction, 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.  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 this Plan that is permissible under Section
409A.

      

        
          
            
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      7.           Prorated Grants. If
on any Quarterly Grant Date, shares of Common Stock are not available under the
Plan to grant to Non-Employee Directors the full amount of a grant contemplated
by the Plan, then each such director shall receive an award equal to the number
of shares of Common Stock then available under the Plan divided by the number of
Non-Employee Directors entitled to a grant of shares on such date. Fractional
shares shall be ignored and not granted.  Any shortfall resulting from
such proration shall be paid in the form of cash.

      


      8.           Withholding. Whenever
the Company issues Shares under the Plan, the Company shall have the right to
withhold from sums due the recipient, or to require the recipient to remit to
the Company, any amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery of any certificate for such
Shares.

      


      9.           Adjustments.

      


      (a)           Changes in
Capitalization.

      


      (i)           The number of Common Stock shares
subject to a stock right shall be proportionally adjusted to reflect a stock
split (including a reverse stock split) or stock dividend, provided the only
effect of the stock split or stock dividend is to increase (or decrease) on a
pro rata basis the number of shares owned by each shareholder of the class of
stock subject to the stock right.

      


      (ii)           Discretionary
Adjustments.  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 9(a)(i)), the
Committee may, in its sole discretion, provide (i) that awards hereunder will be
settled in cash rather than Common Stock, (ii) that awards hereunder will become
immediately vested and exercisable and will expire after a designated period of
time to the extent not then exercised, (iii) that awards hereunder will be
assumed by another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, or (iv) any combination of the
foregoing.  The Committee’s determination need not be uniform and may
be different for different Non-Employee Directors whether or not such
Non-Employee Directors are similarly situated.

      


      (iii)           General.  Any
discretionary adjustments made pursuant to this Section 9(a) shall be subject to
the provisions of Section 10.

      


      (b)           In
the event of a Change in Control,all Deferred Stock Rights shall become
immediately due and payable.

      


      (c)           The
number of Shares finally granted under this Plan shall always be rounded to the
next highest whole Share.

      


      (d)           Any
decision of the Committee pursuant to the terms of this Section 9 shall be
final, binding and conclusive upon the Participants, the Company and all other
interested parties; provided, however, that to the extent required by the
applicable exemptive conditions of Rule 16b-3, any such decision shall be
subject to approval by the Board.

      


      10.           Amendment.

      

        
          
            
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      (i) In General.  The
Committee may terminate or suspend the Plan at any time, without stockholder
approval. The Committee may amend the Plan at any time and for any reason
without stockholder approval; provided, however, that the Committee may
condition any amendment on the approval of stockholders 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, modification or
amendment of the Plan may, without the consent of a Participant, adversely
affect a Participant's rights under an award granted prior thereto.

      


      (ii)
Compliance
Amendments.  Notwithstanding anything in the Plan, Election
Form or other applicable agreement to the contrary, the Committee may amend the
Plan, Election Form or other applicable agreement, to take effect retroactively
or otherwise, as deemed necessary or advisable for the purpose of conforming the
Plan, Election Form 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 participating in this Plan, a Non-Employee
Director agrees to any amendment made pursuant to this Section to any
compensation granted under the Plan without further consideration or
action.

      


      


      11.           Indemnification. Each
person who is or has been a member of the Committee or who otherwise
participates in the administration or operation of this Plan shall be
indemnified by the Company against, and held harmless from, any loss, cost,
liability or expense that may be imposed upon or incurred by him or her in
connection with or resulting from any claim, action, suit or proceeding in which
such person may be involved by reason of any action taken or failure to act
under the Plan and shall be fully reimbursed by the Company for any and all
amounts paid by such person in satisfaction of judgment against him or her in
any such action, suit or proceeding, provided he or she will give the Company an
opportunity, by written notice to the Committee, to defend the same at the
Company's own expense before he or she undertakes to defend it on his or her own
behalf. This right of indemnification shall not be exclusive of any other rights
of indemnification.

      


      The Committee and the Board may rely
upon any information furnished by the Company, its public accountants and other
experts. No individual will have personal liability by reason of anything done
or omitted to be done by the Company, the Committee or the Board in connection
with the Plan.

      


      12.           Duration of the Plan.
The Plan shall remain in effect until ten years from the Effective Date, unless
terminated earlier by the Committee.

      


      13.           Expenses of the Plan.
The expenses of administering the Plan shall be borne by the
Company.

      


      14.           Effective Date. The
Plan was originally adopted by the Board on November 23, 1998, and became
effective upon the approval thereof by the stockholders of the Company on
January 14, 1999 (the "Effective Date").

       

      
        
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