exhibit10_11.htm


    EXHIBIT
10.11

    MICRON
TECHNOLOGY, INC.

    2004
EQUITY INCENTIVE PLAN

    


    ARTICLE
1

    PURPOSE

    


    1.1.           GENERAL.  The
purpose of the Micron Technology, Inc. 2004 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, officers,
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, officers, 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, officers, directors
and consultants of the Company and its Affiliates.

    


    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, or Other Stock-Based Award 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.

    


    (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

    


    (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 

     

     

    
      
        
        

      

      
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    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, and
includes a reference to the underlying final regulations.  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 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 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 

     

    
      
        
        

      

      
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    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, officer, consultant or director of the Company
or any Affiliate.

    


    (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 average closing price for such Stock (or the closing
bid, if no sales were reported) as quoted on such Exchange (or the Exchange with
the greatest volume of trading in the 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 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 the
last market trading day prior to the day of determination, as reported by Bloomberg L.P. 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.

    


    (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.

    


    
      
        
        

      

      
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    (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, officer, 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.

    


    (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. 2004 Equity Incentive Plan, as amended from
time to time.

    


    (dd) “Public
Offering” shall occur on closing date of a public offering of any class or
series of the Company’s equity securities pursuant to a registration statement
filed by the Company under the 1933 Act.

    


    (ee) “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.

    


    (ff) “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.

    


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

    


    (hh) “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.

    


    (ii) “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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    (jj) “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.

    


    (kk) “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.

    


    (ll) “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.

    


    (mm) “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.

    


    (nn) “1933
Act” means the Securities Act of 1933, as amended from time to
time.

    


    (oo) “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.  The
termination of the Plan on such date shall not affect the validity of any Award
outstanding on the date of termination.

    


    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 or the Committee may, by resolution, expressly delegate to
a special committee, consisting of one or more directors who are also 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 26,000,000; 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.

    


    (a)                 To
the extent that an Award is canceled, terminates, expires, is forfeited or
lapses for any reason, any unissued 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)                 If
the exercise price of an Option is satisfied by delivering Shares to the Company
(by either actual delivery or attestation), only the number of Shares issued in
excess of the delivery or attestation (less any shares delivered by the optionee
to satisfy an applicable tax withholding obligation) shall be considered for
purposes of determining the number of Shares remaining available for issuance
pursuant to Awards granted under the Plan.

    


    (d)                 To
the extent that the full number of Shares subject to an Option is not issued
upon exercise of the Option for any reason, only the number of Shares issued and
delivered upon exercise of the Option shall be considered for purposes of
determining the number of Shares remaining available for issuance pursuant to
Awards granted under the Plan.  Nothing in this subsection shall imply
that any particular type of cashless exercise of an Option is permitted under
the Plan, that decision being reserved to the Committee or other provisions of
the Plan.

    


    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

     

    
      
        
        

      

      
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    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.

    


    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
shall not be less than the Fair Market Value as of the Grant Date.

    


    (b)           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(d).  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.  The Committee may waive any exercise or
vesting provisions at any time in whole or in part based upon factors as the
Committee may determine in its sole discretion so that the Option becomes
exercisable or vested at an earlier date.  The Committee may permit an
arrangement whereby receipt of Stock upon exercise of an Option is delayed until
a specified future date.

    


    (c)           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;
provided, however, that if Shares are used to pay the exercise price of an
Option, such Shares must have been held by the Participant for at least such
period of time, if any, as necessary to avoid the recognition of an expense
under generally accepted accounting principles as a result of the exercise of
the Option.

    


    (d)           EXERCISE
TERM.  In no event may any Option be exercisable for more than
ten years from the Grant Date.

     

    (e)           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 following additional rules:

    


    (a)           EXERCISE
PRICE.  The exercise price of an Incentive Stock Option shall
not be less than the Fair Market Value as of the Grant Date.

    


    (b)           LAPSE OF
OPTION.  Subject to any earlier termination provision contained
in the Award Certificate, an Incentive Stock Option shall lapse upon the
earliest of the following circumstances; provided, however, that the Committee
may, prior to the lapse of the Incentive Stock Option under the circumstances
described in subsections (3), (4) or (5) below, provide in writing that the
Option will extend 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    until a
later date, but if an Option is so extended and is exercised after the dates
specified in subsections (3) and (4) below, it will automatically become a
Nonstatutory Stock Option:

    


    (1)           The
expiration date set forth in the Award Certificate.

    


    (2)           The
tenth anniversary of the Grant Date.

    


    (3)           Three
months after termination of the Participant’s Continuous Status as a Participant
for any reason other than the Participant’s Disability or death.

    


    (4)           One
year after the Participant’s Continuous Status as a Participant by reason of the
Participant’s Disability.

    


    (5)           One
year after the termination of the Participant’s death if the Participant dies
while employed, or during the three-month period described in paragraph (3) or
during the one-year period described in paragraph (4) and before the Option
otherwise lapses.

    


    Unless
the exercisability of the Incentive Stock Option is accelerated as provided in
Article 14, if a Participant exercises an Option after termination of
employment, the Option may be exercised only with respect to the Shares that
were otherwise vested on the Participant’s termination of
employment.  Upon the Participant’s death, any exercisable Incentive
Stock Options may be exercised by the Participant’s beneficiary, determined in
accordance with Section 14.5.

    


    (c)           INDIVIDUAL DOLLAR
LIMITATION.  The aggregate Fair Market Value (determined as of
the Grant Date) of all Shares with respect to which Incentive Stock Options are
first exercisable by a Participant in any calendar year may not exceed
$100,000.00.

    


    (d)           TEN PERCENT
OWNERS.  No Incentive Stock Option shall be granted to any
individual who, at the Grant Date, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary unless the exercise price per share of such Option is at
least 110% of the Fair Market Value per Share at the Grant Date and the Option
expires no later than five years after the Grant Date.

    


    (e)           EXPIRATION OF AUTHORITY TO
GRANT INCENTIVE STOCK OPTIONS.  No Incentive Stock Option may
be granted pursuant to the Plan after the day immediately prior to the tenth
anniversary of the date the Plan was adopted by the Board, or the termination of
the Plan, if earlier.

    


    (f)           RIGHT TO
EXERCISE.  During a Participant’s lifetime, an Incentive Stock
Option may be exercised only by the Participant or, in the case of the
Participant’s Disability, by the Participant’s guardian or legal
representative.

    


    (g)           ELIGIBLE
GRANTEES.  The Committee may not grant an Incentive Stock
Option to a person who is not at the Grant Date an employee of the Company or a
Parent or Subsidiary.

    


    


    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

    


    
      
        
        

      

      
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    (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.

    


    


    (b)           OTHER
TERMS.  All awards of Stock Appreciation Rights shall be
evidenced by an Award Certificate.  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
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 

     

    
      
        
        

      

      
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    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

    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 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    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 (or, if
Section 7.2(d) applies, five 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 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 

     

    
      
        
        

      

      
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    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
CERTIFICATES.  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 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 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 Section 7.2(c), 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, 24.8. 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.

    


    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 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    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 Section 7.2(c), 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

    •    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.

    


    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).

    


    
      
        
        

      

      
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    (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. 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 that any
evaluation of performance may include or exclude 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.

    


    (f)           Section
5.4 sets forth the maximum number of Shares or dollar value that may be granted
in any one-year period to a Participant in designated forms of Qualified
Performance-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 who (i)
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 

     

    
      
        
        

      

      
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    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.          DEFERRAL.  Subject
to applicable law, the Committee may permit or require a Participant to defer
such Participant’s receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock or Restricted Stock Units, or the satisfaction of any requirements or
goals with respect to Performance Shares, and Other Stock-Based Awards. If any
such deferral election is required or permitted, the Board shall, in its sole
discretion, establish rules and procedures for such payment deferrals in
compliance with Section 409A of the Code and other applicable law.

    


    14.14.          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.

    


    14.15.          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.

    


    ARTICLE
15

    CHANGES
IN CAPITAL STRUCTURE

    


    15.1.           MANDATORY
ADJUSTMENTS.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, and the number of issued shares of Common Stock which
have been authorized for issuance under the Plan but as to which no Awards have
yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, as well as the price per share of Common Stock covered
by each such outstanding Award, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding, and
conclusive.  Without limiting the foregoing, in the event of a
subdivision of the outstanding Stock (stock-split), a declaration of a dividend
payable in Shares, or a combination or consolidation of the outstanding Stock
into a lesser number of Shares, the authorization limits under Section 5.1 and
5.4 shall automatically be adjusted proportionately, and the Shares then subject
to each Award shall automatically be adjusted proportionately without any change
in the aggregate purchase price therefor.  To the extent that any
adjustments made pursuant to this Article 15 cause Incentive Stock Options to
cease to qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.

    


    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 or 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 

     

    
      
        
        

      

      
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    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 applicable
performance targets and performance periods for 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 Article 16.  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) permit Awards made hereunder to be exempt from liability under
Section 16(b) of the 1934 Act, (ii) to comply with the listing or other
requirements of an Exchange, or (iii) 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 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).

    


    
      
        
        

      

      
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    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.

    


    (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 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 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

    


    
      
        
        

      

      
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    (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.  If Shares are surrendered to the Company to satisfy withholding
obligations in excess of the minimum withholding obligation, such Shares must
have been held by the Participant as fully vested shares for such period of
time, if any, as necessary to avoid the recognition of an expense under
generally accepted accounting principles.  The Company shall have the
authority to require a Participant to remit cash to the Company in lieu of the
surrender of Shares for tax withholding obligations if the surrender of Shares
in satisfaction of such withholding obligations would result in the Company’s
recognition of expense under generally accepted accounting
principles.  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.

    


    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.

    


    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.

    


    
      
        
        

      

      
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    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.

    


    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.  

     

    
      
        
        

      

      
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    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.

    



    21