exhibit10_1.htm


    


      Exhibit
10.1

      MICRON
TECHNOLOGY, INC.

      EXECUTIVE
OFFICER

      PERFORMANCE
INCENTIVE PLAN

      Effective
as of September 3, 2004

       

      1.      Purpose.

       

      The
purpose of the Plan is to promote the success of the Company by providing
performance-based incentive compensation in the form of cash payments (“Awards”)
to the chief executive officer, president and vice-presidents (“Executive
Officers”) of the Company.  Such Awards are designed to attract,
retain and reward the Executive Officers for outstanding business
performance.  The Plan is intended, but not required, to provide
qualified performance-based compensation in accordance with Section 162(m) of
the Internal Revenue Code of 1986, as it may be amended from time to time, and
the regulations promulgated thereunder  (“Section
162(m)”).

       

      2.    Administration.

       

      The Plan
shall be administered by the Committee.  The Committee shall be
composed solely of two or more outside directors as defined in Section 162(m)
and shall qualify as an independent compensation committee under Section
162(m).  The Committee shall have full power and authority to
construe, interpret and administer the Plan and shall have authority to delegate
the day-to-day administration of the Plan to Company employees or to such other
persons as the Committee deems reasonable under the
circumstances.  The Committee shall meet at such times and places as
it may determine.  A majority of the members of the Committee shall
constitute a quorum and all decisions of the Committee with respect to matters
related to the Plan shall be final, conclusive and binding upon all persons,
including the Company, shareholders, employees, Company successors and assigns
and a Participant’s spouse, if any, and his or her guardian, estate and/or heirs
(“Interested Parties”).  The Committee shall have the full and
exclusive right to make reductions in Awards under the Plan.  In
determining whether to reduce any Award and the amount of any such reduction,
the Committee shall take into consideration such factors as the Committee shall
determine reasonable under the circumstances, in its sole and absolute
discretion.  All expenses of the administration of the Plan shall be
borne by the Company, including all Awards, if any, paid pursuant to the terms
of the Plan.

       

      3.    Stockholder
Approval.

       

      The Plan
shall be effective if, and only if, the Company’s shareholders approve the
Plan.  No Award shall be paid under the Plan for any period until
after stockholder approval of the Plan has been obtained.  To the
extent necessary for the Plan to qualify as performance-based compensation under
Section 162(m), the material terms of the Plan shall be disclosed to and
re-approved by the shareholders no later than the first shareholders meeting
that occurs in the fifth year following the year in which shareholders
previously approved the material terms of the Plan.

       

      4.    Participants.

       

      (a)  Selection of
Participants.  For each measurement period (which may or may
not be the same period with respect to each Participant and which may or may not
be a twelve-month period; provided, however, in no event will a measurement
period be less than ninety (90) days for any Participant), the Committee will
choose, in its sole discretion, the Executive Officers who will participate in
the Plan (each a “Participant”).  Nothing in this Plan shall be
construed as precluding or prohibiting an Executive Officer from being eligible
to participate in any other bonus or compensation arrangement of the Company,
whether or not currently established.

      


      (b)  Employment Criteria. To be eligible to
receive an Award under the terms of the Plan with respect to a measurement
period, a Participant must be continuously employed by the Company or a
subsidiary or affiliate as an Executive Officer for the entire measurement
period, including, as well, through the date of determination and certification
of the payment of any such Award (“Certification Date”).  For purposes
of the Plan, with respect to any given measurement period, a Participant who (i)
terminates employment (regardless of cause) or who otherwise ceases to be an
Executive 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 Executive Officer status,
shall be

      deemed to
have been employed by the Company as an Executive Officer through the
Certification Date for purposes of Award eligibility.

      
        
          
             


          

          
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      5.    Business
Criteria on Which Performance Goals Shall be Based.

       

      Awards
under the Plan shall be based on the attainment of Performance Goals for the
specified measurement period that are related, directly or indirectly, to one or
more of the following objective business criteria, or any combination or portion
thereof:

      


      
        	
                 
      

              	
                •

              	
                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

              


      

      
        	
                 
      

              	
                •

              	
                Objective
      goals consistent with the Participant’s specific officer 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.

              


      

      


      The
business criteria may be expressed or measured at the individual, function,
department, region, unit, subsidiary, affiliate or Company levels or any
combination of the foregoing.  Company Performance Goals with respect
to the foregoing business criteria may be specified in absolute terms (including
completion of pre-established projects, such as the introduction of specified
products), in ratios, in percentages, or in terms of growth from period to
period, growth rates over time as well as in terms of performance 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).

       

      6.    Establishment
of Performance Goals.

       

      (a)  Committee
Action.  For each measurement period the Committee shall
establish the following: (1)the length of the measurement period with respect to
each Participant (measurement periods need not be the same for each
Participant.  Measurement periods will coincide with the Company’s
fiscal year unless a shorter measurement period is established; provided,
however, in no event will a measurement period be less than a three-month period
for any Participant);  (2) the Participants in the Plan for such
period;  (3) the specific Company, subsidiary, affiliate, group,
division, unit, department, function and/or individual business criterion or
criteria, or combination thereof, that will be measured with respect to each
Participant; (4) the specific results, or range of results, to be achieved with
respect to the selected criterion or criteria (“Performance
Goals”);  (5) any special adjustments that may need to be applied in
calculating whether the Performance Goals have been met to factor out
extraordinary items;  (6) the formula for calculating the awards under
the Plan in relation to the Performance Goals (including instructions for
extrapolating the amounts payable when performance results fall in a range
between threshold, target and maximum goals), and;  (7) the targeted
bonus amounts or Awards (expressed in absolute terms or as a percentage of base
compensation fixed at the time the performance formula is established) for each
Participant.

      


      (b)    Timing of Committee
Action.  The Committee shall make the above determinations in
writing no later than ninety (90) days after the start of each measurement
period, on or before twenty-five percent (25%) of the measurement period has
elapsed, and while the outcome is substantially uncertain.

      


      (c)    Maximum Award.  The
maximum Award that may be paid to any one Participant with respect to the
aggregate of all measurement periods in any fiscal year shall not exceed
$3,000,000.

      
        
          
             


          

          
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      (d)  Awards Intended to be “performance
based compensation” under Section 409A.  With respect to Awards
intended to be “performance based compensation” as defined in §1.409A-1(e) of
the final regulations under Section 409A of the Internal Revenue Code of 1986,
as it may be amended from time to time (“Section 409A”), (1) the measurement
period shall be at least 12 consecutive months; (2) Performance Goals shall be
established in writing no later than 90 days after the commencement of the
period of service to which the criteria relates, provided that the outcome must
be substantially uncertain at the time the criteria are established; (3) the
Performance Goals may include subjective performance criteria, provided that the
subjective performance criteria are bona fide and relate to the performance of
the Participant, a group of service providers that includes the Participant, or
a business unit for which the Participant provides services (which may include
the entire organization); and (4) the Award must meet other applicable
requirements of Section 409A.

      


      (e)    Changes in the Business, Executive
Officer Positions or Duties, Re-Set Events, Etc.

      


      (1)  Awards Not Intended to Satisfy
Section 162(m).  With respect to Awards not intended to satisfy
Section 162(m), if the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, including
any acquisition, disposition or merger, or the manner in which the Company or a
subsidiary or affiliate conducts its business, or other events or circumstances
render Performance Goals to be unsuitable for a measurement period, the
Committee may modify such Performance Goals in whole or in part, and/or such
measurement period, as the Committee deems appropriate.  If a
Participant is promoted, demoted or transferred to a different business unit or
function during a measurement period, the Committee may determine that the
Performance Goals or measurement period are no longer appropriate and may (i)
adjust, change or eliminate the Performance Goals or the applicable measurement
period as it deems appropriate to make such goals and period comparable to the
initial Performance Goals and measurement period, or (ii) make an Award to the
Participant in amount determined by the Committee to be in the best interests of
the Company, in the Committee’s sole discretion.  The foregoing two
sentences shall apply with respect to an Award that is not intended to satisfy
Section 162(m).

       

      (2)  Awards Intended to Satisfy Section
162(m).  With respect to Awards intended to satisfy Section
162(m), unless otherwise specified by the Committee in its written
determinations establishing the business criteria for the particular measurement
period, if prior to the end of such measurement period the Company (i) disposes
of businesses or interests that, individually or in the aggregate, represent
either (A) five percent (5%) or more of the Company’s consolidated gross
revenues for the four fiscal quarters completed immediately preceding the
consummation of the dispositions or (B) five percent (5%) of the Company’s
consolidated property, plant and equipment, net, measured as of the last day of
the fiscal quarter immediately preceding the disposition or (ii) consummates one
or more acquisitions during the measurement period that, individually or in the
aggregate, constitute a Triggering Acquisition, in each case a “Re-Set Event,”
the Performance Goals shall be adjusted, effective as of the last day of the
fiscal quarter immediately before the consummation of the Re-Set Event, (x) to
reflect the business disposition by eliminating from the Performance Goals the
projected business results relating to the disposed business for the remainder
of the fiscal quarters of the measurement period, and (y) to reflect any
business acquisition, by establishing supplemental performance criteria in
compliance with Sections 5 and 6 (a) through (c) above, as the Committee deems
appropriate, with respect to the acquired business (which business shall be
tracked separately as an independent business unit for purposes of any such
supplemental performance criteria).  For purposes of this Section, a
Triggering Acquisition means an acquisition (or combination of acquisitions) in
which either (i) the acquired entity’s gross revenues for the four quarters
completed immediately prior to consummation of the acquisition is equal to five
percent (5%) or more of the pro-forma gross revenues for the same four quarters
for the combination of the Company and its affiliates and the acquired entity,
or (ii) the acquired entity’s property, plant and equipment, net, equals or
exceeds five percent (5%) of the pro-forma property, plant and equipment, net,
for the combination of the Company and its affiliates and the acquired entity
..  (If either the Company and its affiliates or the entity being
acquired had consummated other acquisitions during the four quarters in
question, the calculation described in the prior sentence shall be made using
pro-forma earnings for each member of the combined
entity.)  Notwithstanding the foregoing, nothing in this Section
6(d)(2) will be construed to authorize the Committee to take actions under this
Section 6(d)(2) that are not permitted by Section 162(m).

       

      (f)  Change
in Control.

      


      (1)  Awards.  Notwithstanding
Section 6(d), in the event of a Change in Control (as defined below), each
measurement period shall be deemed to have ended as of the last day of the
fiscal month immediately preceding such Change in Control (the “CIC Termination
Date”).  The Committee shall determine with respect to each


      
        
           


        

        
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      Participant
whether his or her Performance Goal(s) were Achieved (as defined below) as of
the CIC Termination Date.  In the case of any such achievement, a
Participant shall receive, subject to the terms and conditions of the Plan,
including the Committee’s discretion and certification as set forth in Section 7
below, an Award payable within thirty days of the Certification
Date.  Subject to the Committee’s discretion set forth in Section
7(b), Awards that are Achieved as defined in subsection 6(e)(2)(i) shall not be
pro-rated and Awards that are Achieved as defined in subsection 6(e)(2)(ii)
shall be pro-rated.

       

      (2)  Definitions.  For
purposes of this Section 6, the following terms shall be defined as
follows:

      


      “Achieved”
shall mean with respect to (i) a non-financial or non-numerical Performance
Goal, the full achievement of such Performance Goal; and (ii) a financial or
numerical Performance Goal, the achievement of results which, when extrapolated
over the remainder of the full measurement period, disregarding the CIC
Termination Date, would result in the Performance Goal being
satisfied.

      


      “Change
in Control” means and includes the occurrence of any one of the following
events:

      


      (i)           individuals
who, on the date this Plan becomes effective (“Effective Date”), constitute the
Board of Directors of the Company (the “Incumbent Directors”) and who 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

       

      (ii)           any
person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
1934 Securities Exchange 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-

      
        
          
             


          

          
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      Qualifying
Transaction”); or approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

       

       

      7.    Determination
and Certification of Attainment of Performance Goals; Committee
Discretion.

       

      (a)  Determination and Certification of
Awards.  As soon as practicable following the expiration of a
measurement period, the Committee shall determine, pursuant to the Performance
Goals and other elements established pursuant to Section 6 above, the Award to
be paid to each Participant for such measurement period. The Committee’s
determinations shall be final, binding and conclusive with respect to all
Interested Parties and shall be certified in writing by the Committee prior to
the payment of any such Award, which writing 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.

      


      (b)  Committee
Discretion.  The Committee, in its sole discretion, based on
any factors the Committee deems appropriate, may reduce the Award to any
Participant in any measurement period (including reduction to zero if the
Committee so determines).  The Committee shall make a determination of
whether and to what extent to reduce Awards under the Plan for each measurement
period at such time or times following the close of the measurement period as
the Committee shall deem appropriate. The reduction in the amount of an Award to
any Participant for a measurement period shall have no effect on (i.e., shall
neither increase nor decrease) the amount of the Award to any other Participant
for such measurement period.

       

      8.  
Payment of Awards.

       

      Awards
shall be paid in cash, in a single lump sum, to the Participants as soon as
practicable following the Certification Date, provided that any Award intended
to satisfy the short-term deferral exemption specified in §1.409A-1(b)(4) of the
final regulations under Section 409A, will be paid on or before later of the
15th
day of the third month following the end of the Participant’s first taxable year
in which the right to the payment is no longer subject to a substantial risk of
forfeiture or the 15th day of
the third month following the end of the Company’s first taxable year in which
the right to the payment is no longer subject to a substantial risk of
forfeiture.  Notwithstanding the foregoing, subject to applicable law,
the Committee may permit or require a Participant to defer the receipt of an
Award.  If any such deferral is permitted or required, the Board
shall, in its sole discretion, establish rules and procedures for such Award
deferrals which are compliant with Section 409A.

       

      Payments
of Awards to Participants, if any, who are employees of subsidiaries or
affiliates of the Company shall be paid directly by such subsidiaries or
affiliates.  The Company (or such subsidiary or affiliate as the case
may be) shall be authorized to withhold applicable taxes from an Award and such
other amounts as shall be required by law or as have been previously authorized
by the Participant.

       

      9.    Amendment;
Termination.

       

      The
Committee shall be authorized to amend, modify, suspend or terminate the Plan,
in whole or in part, as the Committee shall deem proper and in the best
interests of the Company at any time for the purpose of meeting or addressing
any changes in legal requirements or for any other purpose permitted by law. The
Committee will seek shareholder approval of any amendment determined to require
shareholder approval pursuant to Section 162(m) or any other applicable law,
rule regulation or listing requirement.

      


      Notwithstanding anything in the Plan or
the terms of any Award or other applicable agreement to the contrary, the
Committee may amend the Plan or any Award or other applicable agreement, to take
effect retroactively or otherwise, as deemed necessary or advisable for the
purpose of conforming the Plan, Award 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 Participant agrees to any amendment made pursuant to this Section
to any Award under the Plan without further consideration or
action.

      
        
          
             


          

          
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      10.    Nonassignability.

       

      No Award
or any other right or obligation under the Plan shall be conveyed, assigned,
encumbered, or transferred  by any Participant or Eligible Participant
hereunder and any such attempted conveyance, assignment, encumbrance or transfer
shall be void.

       

      11.    No
Right to Continued Employment.

       

      Nothing
in this Plan shall confer upon any employee who is an Executive Officer or
Participant any right to continue in the employ of the Company or shall
interfere with or restrict in any way the right of the Company to discharge such
employee at any time for any reason whatsoever, with or without good
cause.

       

      12.   
Effectiveness.

       

      Upon
stockholder approval as described in Section 3, the Plan shall be effective for
measurement periods beginning on or after September 3, 2004.

       

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

       

      (a)    Notwithstanding
anything in the Plan or in any Award or other applicable agreement to the
contrary, to the extent that any amount or benefit that would constitute
non-exempt “deferred compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable under the Plan or any Award or other
applicable agreement 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 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 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 or other applicable agreement that is permissible
under Section 409A.

      


      (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 exceeds the dollar limit permitted for the
separation pay exemptions, the Company (acting through the Committee or the Head
of Human Resources) shall determine which Awards or portions thereof will be
subject to such exemptions.

      


      (c)    Notwithstanding
anything in the Plan or in any Award or other applicable agreement to the
contrary, if any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A would otherwise be payable or
distributable under this Plan or in any Award or other applicable agreement by
reason of 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 

      
        
          
             


          

          
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      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 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.

      



      7