Exhibit 10.62


    
      
        

      

      EXHIBIT
        10.62

      


      Micron
        Technology, Inc.

      8000
        S.
        Federal Way

      Mail
        Stop
        557

      Boise,
        ID
        83716

      


      2004
        Equity Incentive Plan Forms of Agreement and Terms and
        Conditions

      


      2004
        Equity Incentive Plan

      Name: <Employee
        Name>

      Notice
        of Award and Restricted Stock Agreement

      ID: 

      Grant
        Number:

      Address: 

      


      Effective
        (Grant Date), you have been awarded shares of Micron Technology, Inc. (the
        Company) Common Stock.

      This
        Restricted Stock Award is subject to the following:

      


      1. The
        terms
        and conditions of this Restricted Stock Agreement and

      


      2. The
        terms
        and conditions of the 2004 Equity Incentive Plan.

       

      Please
        review the Restricted Stock Agreement and 2004 Equity Incentive Plan carefully,
        as they contain the terms and conditions which govern your Restricted Stock
        Award. In addition, a Prospectus summarizing the Plan and the Insider Trading
        Calendar and Policy are available for your review. Unless sooner vested in
        accordance with Section 3 of the Restricted Stock Agreement or otherwise
        in the
        discretion of the Committee, the restrictions imposed under Section 2 of
        the
        Restricted Stock Agreement will expire as to the following number of Shares
        awarded hereunder, on the following respective dates; provided that Grantee
        is
        then still an employee by the company or any Affiliate:

      


      Restriction
        Lapse Schedule

      


      
        	
                Shares

              	
                Date
                  of Expiration of
                  Restrictions

              


      

      


      


      


      


      


      


      


      


      


      Acknowledgement

       

      Grantee
        hereby acknowledges that he/she has reviewed (i) the terms and conditions
        of
        this Restricted Stock Agreement and (ii) the 2004 Equity Incentive Plan and
        is
        familiar with the provisions thereof. Grantee acknowledges that a Prospectus
        relating to the Plan was made available for review. Grantee hereby accepts
        this
        Award subject to all of the terms and provisions of the Plan and Restricted
        Stock Agreement. Grantee hereby agrees to accept as binding, conclusive and
        final all decisions or interpretations of the Administrator upon any questions
        arising under the Plan.

       

      Grantee
        acknowledges that the grant and acceptance of this Award do not constitute
        an
        employment agreement and do not assure continuous employment with Micron
        Technology, Inc., its affiliated companies, or subsidiaries. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Grantee
        authorizes Micron Technology, Inc. to release his/her Social Security Number
        or
        Global ID and address information to the Company's Broker who has agreed
        to
        provide brokerage service for stock plan participants for the purposes of
        opening an account under his/her name. 

       

      
        	
                 

              	
                MICRON
                  TECHNOLOGY, INC.

              
	 	
                a
                  Delaware Corporation

              
	 	
                 

                ____________________________

                 

              
	
                Signature: ______________________________

              	 
	
                [employee]

              	 
	
                Date:
                   ______________________________

                 

              	 


      

      


      
        
          
          

        

        
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      RESTRICTED
        STOCK AGREEMENT TERMS
        AND CONDITIONS

      


      1. Grant
        of Shares.
        The
        Company hereby grants to the Grantee named on the Notice of Award (“Grantee”),
        subject to the restrictions and the other terms and conditions set forth
        in the
        Micron Technology, Inc. 2004 Equity Incentive Plan (the “Plan”) and in this
        award agreement (this “Agreement”), the number of shares indicated on the Notice
        of Award of the Company’s $0.10 par value common stock (the “Shares”).
        Capitalized terms used herein and not otherwise defined shall have the meanings
        assigned to such terms in the Plan.

      


      2. Restrictions.
        The
        Shares are subject to each of the following restrictions. “Restricted Shares”
mean those Shares that are subject to the restrictions imposed hereunder
        and
        such restrictions have not then expired or terminated. Restricted Shares
        may not
        be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise
        encumbered. If Grantee’s service as a director of the Company or employment with
        the Company or any Affiliate terminates for any reason other than as set
        forth
        in paragraph (b) or (c) of Section 3 hereof, then Grantee shall forfeit all
        of
        Grantee’s right, title and interest in and to the Restricted Shares as of the
        date of termination of such service or employment, and such Restricted Shares
        shall revert to the Company. The restrictions imposed under this Section
        shall
        apply to all shares of the Company’s common stock or other securities issued in
        connection with any merger, reorganization, consolidation, recapitalization,
        stock dividend or other change in corporate structure affecting or with respect
        to the Shares.

      


      3. Expiration
        and Termination of Restrictions.
        The
        restrictions imposed under Section 2 will expire on the earliest to occur
        of the
        following (the period prior to such expiration being referred to herein as
        the
“Restricted Period”):

      
        	 	
                (a)

              	
                On
                  the respective expiration dates specified on the Notice of Award
                  as to the
                  number of Shares specified thereon; provided Grantee is then still
                  employed by the Company or any Affiliate or still serves as a director
                  of
                  the Company; 

              


      

      
        	 	
                (b)

              	
                Termination
                  of Grantee’s service as a director of the Company or employment by the
                  Company and all Affiliates by reason of death or Disability;
                  or

              


      

      
        	 	
                (c)

              	
                Upon
                  the occurrence of a Change in
                  Control.

              


      

      


      4. Delivery
        of Shares.
        The
        Shares will be registered in the name of Grantee as of the Grant Date and
        will
        be held by the Company during the Restricted Period in certificated or
        uncertificated form. If a certificate for Restricted Shares is issued during
        the
        Restricted Period with respect to such Shares, such certificate shall be
        registered in the name of Grantee and shall bear a legend in substantially
        the
        following form:

      


      “This
        certificate and the shares of stock represented hereby are subject to the
        terms
        and conditions (including forfeiture and restrictions against transfer)
        contained in a Restricted Stock Agreement between the registered owner of
        the
        shares represented hereby and Micron Technology, Inc. Release from such terms
        and conditions shall be made only in accordance with the provisions of such
        Agreement, copies of which are on file in the offices of Micron Technology,
        Inc.”

      


      Stock
        certificates for the Shares, without the above legend, shall be delivered
        to
        Grantee or Grantee’s designee upon request of Grantee after the expiration of
        the Restricted Period, but delivery may be postponed for such period as may
        be
        required for the Company with reasonable diligence to comply if deemed advisable
        by the Company, with registration requirements under the Securities Act of
        1933,
        listing requirements under the rules of any stock exchange, and requirements
        under any other law or regulation applicable to the issuance or transfer
        of the
        Shares.

      


      5. Voting
        and Dividend Rights.
        Grantee, as beneficial owner of the Shares, shall have full voting and dividend
        rights with respect to the Shares during and after the Restricted Period.
        If
        Grantee forfeits any rights he may have under this Agreement in accordance
        with
        Section 2, Grantee shall no longer have any rights as a shareholder with
        respect
        to the Restricted Shares or any interest therein and Grantee shall no longer
        be
        entitled to receive dividends on such stock.

      


      6. Changes
        in Capital Structure.
        In the
        event of a corporate event or transaction involving the Company (including,
        without limitation, any stock dividend, stock split, extraordinary cash
        dividend, recapitalization, reorganization, merger, consolidation, split-up,
        spin-off, combination or exchange of shares), the Committee may adjust this
        award to preserve the benefits or potential benefits of this award. Without
        limiting the foregoing, in the event of a subdivision of the outstanding
        Stock
        (stock split), a declaration of a dividend payable in Stock, or a combination
        or
        consolidation of the outstanding Stock into a lesser number of Shares, the
        Shares then subject to this Agreement shall automatically be adjusted
        proportionately. 

      


      7. No
        Right of Continued Employment.
        With
        respect to a grantee who is employed by the Company or an Affiliate, nothing
        in
        this Agreement shall interfere with or limit in any way the right of the
        Company
        or any Affiliate to terminate such grantee’s employment at any time, nor confer
        upon any such grantee any right to continue in the employ of the Company
        or any
        Affiliate.

      


      8. Payment
        of Taxes.
        Upon
        issuance of the Shares hereunder, Grantee may make an election to be taxed
        upon
        such award under Section 83(b) of the Code. Grantee will, no later than the
        date
        as of which any amount related to the Shares first becomes includable in
        Grantee’s gross income for federal income tax purposes, pay to the Company, or
        make other arrangements satisfactory to the Committee regarding payment of,
        any
        federal, state and local taxes of any kind required by law to be withheld
        with
        respect to such amount. The Committee may permit Grantee to surrender to
        the
        Company a number of Shares from this Award as necessary to pay the minimum
        applicable withholding tax obligation. The obligations of the Company under
        this
        Agreement will be conditional on such payment or arrangements, and the Company,
        and, where applicable, its Affiliates will, to the extent permitted by law,
        have
        the right to deduct any such taxes from any payment of any kind otherwise
        due to
        Grantee.

      


      9. Amendment.
        The
        Committee may amend, modify or terminate the Award, Notice of Award and this
        Agreement without approval of the Grantee; provided, however, that such
        amendment, modification or termination shall not, without the Grantee’s consent,
        reduce or diminish the value of this Award determined as if it had been fully
        vested on the date of such amendment or termination. Notwithstanding
        anything herein to the contrary, the Company is authorized, without Grantee’s
        consent, to amend or interpret this Award, the Notice of Award and this
        Agreement certificate to the extent necessary, if any, to comply with Section
        409A of the Code and Treasury regulations and guidance with respect to such
        law.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      10. Plan
        Controls.
        The
        terms contained in the Plan are incorporated into and made a part of the
        Notice
        of Award and this Agreement and this Agreement shall be governed by and
        construed in accordance with the Plan. In the event of any actual or alleged
        conflict between the provisions of the Plan and the provisions of the Notice
        of
        Award and this Agreement, the provisions of the Plan shall be controlling
        and
        determinative.

      


      11. Severability.
        If any
        one or more of the provisions contained in the Notice of Award and this
        Agreement is deemed to be invalid, illegal or unenforceable, the other
        provisions of the Notice of Award and this Agreement will be construed and
        enforced as if the invalid, illegal or unenforceable provision had never
        been
        included.

      


      12. Notice.
        Notices
        and communications under the Notice of Award and this Agreement must be in
        writing and either personally delivered or sent by registered or certified
        United States mail, return receipt requested, postage prepaid. Notices to
        the
        Company must be addressed to: Micron
        Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise,
        ID
        83716-9632, Attn:
        Secretary, or
        any
        other address designated by the Company in a written notice to Grantee. Notices
        to Grantee will be directed to the address of Grantee then currently on file
        with the Company, or at any other address given by Grantee in a written notice
        to the Company.


      
        
          
          

        

        
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                Micron
                  Technology, Inc.

                 

                2004
                  Equity Incentive Plan

                Notice
                  of Grant of Stock Options and Option Agreement 

                Option
                  Number: 

              	
                Name:

                Employee
                  Number: 

                Address:

              


      

       

      Effective
        ______(Grant Date), you have been granted a Nonqualified Stock Option to
        purchase ______ shares of Micron Technology, Inc. (the Company) Common Stock
        at
        $____(USD) per share. 

       

      This
        Option Grant is subject to the following: 

      


      
        	 	
                1.

              	
                The
                  terms and conditions of this Option
                  Agreement
                  and 

              


      

      


      
        	 	
                2.

              	
                The
                  terms and conditions of the 2004
                  Equity Incentive Plan.

              


      

      


      Please
        review the Option
        Agreement
        and
2004
        Equity Incentive Plan
        carefully, as they contain the terms and conditions which govern your option.
        In
        addition, a Prospectus
        summarizing the Plan and the Insider
        Trading Calendar and Policy
        are
        available for your review. 

      


      Subject
        to your continued employment, this Option may be exercised in whole or in
        part,
        in accordance with the following schedule: 

      


      
        	
                Vesting
                  Schedule

              
	
                Shares
                  

              	
                Vesting
                  Date

              	
                Expiraton
                  Date

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      
        	 


      

      Termination
        Period

      


      This
        Option may be exercised for 30 days after termination of the Optionee's
        employment or consulting relationship with the Company. Upon the death or
        Disability of the Optionee, this Option will be may be exercised for such
        longer
        period as provided in the Plan. In no event shall this option be exercised
        later
        than the Expiration date as provided above. 

      
        	 


      

      Acknowledgement
        

      


      Optionee
        hereby acknowledges that he/she has reviewed (i) the terms and conditions
        of
        this Option
        Agreement
        and
2004
        Equity Incentive Plan
        (ii) the
        and is familiar with the provisions thereof. Optionee hereby accepts this
        Option
        subject to all of the terms and provisions of the Plan and Option Agreement.
        Optionee acknowledges that a Prospectus
        relating
        to the Plan was made available for review. Optionee hereby agrees to accept
        as
        binding, conclusive and final all decisions or interpretations of the
        Administrator upon any questions arising under the Plan. 

      


      Optionee
        acknowledges that the grant or acceptance of this Option do not constitute
        an
        employment agreement and do not assure continuous employment with Micron
        Technology, Inc., its affiliated companies, or subsidiaries. 

      


      Optionee
        authorizes Micron Technology, Inc. to release his/her Social Security Number
        or
        Global ID and address information to the Company's Broker who has agreed
        to
        provide brokerage service for stock plan participants for the purposes of
        opening an account under his/her name. 

      


      After
        accepting this agreement, you will receive an e-mail summarizing the terms
        of
        this Grant. Please print your e-mail confirmation.

      


      To
        accept
        or reject this Option Agreement, click below:

      


      Accept         
        Reject


      
        
          
          

        

        
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      OPTION
        AGREEMENT

      TERMS
        AND
        CONDITIONS

      


      1. Grant
        of Option.
        Micron
        Technology, Inc. (the “Company”) hereby grants to the Optionee named on the
        Notice of Grant (“Optionee”), under the Micron Technology, Inc. 2004 Equity
        Incentive Plan (the “Plan”), stock options to purchase from the Company (the
“Options”), on the terms and on conditions set forth in this agreement (this
“Agreement”), the number of shares indicated on the Notice of Grant of the
        Company’s $0.10 par value common stock, at the exercise price per share set
        forth on the Notice of Grant. Capitalized terms used herein and not otherwise
        defined shall have the meanings assigned to such terms in the Plan.

      


      2. Vesting
        of Options.
        The
        Option shall vest (become exercisable) in accordance with the schedule shown
        on
        the Notice of Grant of this Agreement. Notwithstanding the foregoing vesting
        schedule, upon Optionee’s death or Disability during his or her Continuous
        Status as a Participant, or upon a Change in Control, all Options shall become
        fully vested and exercisable. 

      


      3. Term
        of Options and Limitations on Right to Exercise.
        The
        term of the Options will be for a period of six years, expiring at 5:00 p.m.,
        Mountain Time, on the tenth anniversary of the Grant Date (the “Expiration
        Date”). To the extent not previously exercised, the Options will lapse prior to
        the Expiration Date upon the earliest to occur of the following
        circumstances:

      


      (a) Thirty
        days after the termination of Optionee’s Continuous Status as a Participant for
        any reason other than by reason of Optionee’s death or Disability.

       

      (b)
         Twelve
        months after termination of Optionee’s Continuous Status as Participant by
        reason of Disability.

       

      (c) Twelve
        months after the date of Optionee’s death, if Optionee dies while employed, or
        during the three-month period described in subsection (a) above or during
        the
        twelve-month period described in subsection (b) above and before the Options
        otherwise lapse. Upon Optionee’s death, the Options may be exercised by
        Optionee’s beneficiary designated pursuant to the Plan. 

       

      The
        Committee may, prior to the lapse of the Options under the circumstances
        described in paragraphs (a), (b) or (c) above, extend the time to exercise
        the
        Options as determined by the Committee in writing. If Optionee returns to
        employment with the Company during the designated post-termination exercise
        period, then Optionee shall be restored to the status Optionee held prior
        to
        such termination but no vesting credit will be earned for any period Optionee
        was not in Continuous Status as a Participant. If Optionee or his or her
        beneficiary exercises an Option after termination of service, the Options
        may be
        exercised only with respect to the Shares that were otherwise vested on
        Optionee’s termination of service.

      


      4. Exercise
        of Option.
        The
        Options shall be exercised by (a)
        written notice directed to the Global Stock Department of the Company or
        its
        designee at the address and in the form specified by the Company from time
        to
        time and (b) payment to the Company in full for the Shares subject to such
        exercise (unless the exercise is a broker-assisted cashless exercise, as
        described below). If the person exercising an Option is not Optionee, such
        person shall also deliver with the notice of exercise appropriate proof of
        his
        or her right to exercise the Option. Payment for such Shares may be, in (a)
        cash, (b) in the discretion of the Company, Shares previously acquired by
        the
        purchaser, which have been held by the purchaser 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, or (c) any combination thereof, for the number of Shares specified
        in
        such written notice. The value of surrendered Shares for this purpose shall
        be
        the Fair Market Value as of the last trading day immediately prior to the
        exercise date. To the extent permitted under Regulation T of the Federal
        Reserve
        Board, and subject to applicable securities laws and any limitations as may
        be
        applied from time to time by the Committee (which need not be uniform), the
        Options may be exercised through a broker in a so-called “cashless exercise”
whereby the broker sells the Option Shares on behalf of Optionee and delivers
        cash sales proceeds to the Company in payment of the exercise price. In such
        case, the date of exercise shall be deemed to be the date on which notice
        of
        exercise is received by the Company and the exercise price shall be delivered
        to
        the Company by the settlement date.

      


      5. Beneficiary
        Designation.
        Optionee may, in the manner determined by the Committee, designate a beneficiary
        to exercise the rights of Optionee hereunder and to receive any distribution
        with respect to the Options upon Optionee’s death. A beneficiary, legal
        guardian, legal representative, or other person claiming any rights hereunder
        is
        subject to all terms and conditions of this Agreement and the Plan, and to
        any
        additional restrictions deemed necessary or appropriate by the Committee.
        If no
        beneficiary has been designated or survives Optionee, the Options may be
        exercised by the legal representative of Optionee’s estate, and payment shall be
        made to Optionee’s estate. Subject to the foregoing, a beneficiary designation
        may be changed or revoked by Optionee at any time provided the change or
        revocation is filed with the Company.

      


      6. Withholding.
        The
        Company or any employer Affiliate has the authority and the right to deduct
        or
        withhold, or require Optionee to remit to the employer, an amount sufficient
        to
        satisfy federal, state, and local taxes (including Optionee’s FICA obligation)
        required by law to be withheld with respect to any taxable event arising
        as a
        result of the exercise of the Options. The withholding requirement may be
        satisfied, in whole or in part, at the election of the Company, by withholding
        from the Options 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 Company
        establishes. If Shares
        are surrendered to
        satisfy withholding obligations in excess of the minimum withholding obligation,
        such Shares must have been held by the purchaser as fully vested shares for
        at
        least such period of time, if any, as necessary to avoid the recognition
        of an
        expense under generally accepted accounting principles. The Company has the
        authority to require Optionee 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.


      


      7. Limitation
        of Rights.
        The
        Options do not confer to Optionee or Optionee’s beneficiary designated pursuant
        to Paragraph 5 any rights of a shareholder of the Company unless and until
        Shares are in fact issued to such person in connection with the exercise
        of the
        Options. Nothing in this Agreement shall interfere with or limit in any way
        the
        right of the Company or any Affiliate to terminate Optionee’s service at any
        time, nor confer upon Optionee any right to continue in the service of the
        Company or any Affiliate.


      
        
          
            
            

          

          
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      8. Stock
        Reserve.
        The
        Company shall at all times during the term of this Agreement reserve and
        keep
        available such number of Shares as will be sufficient to satisfy the
        requirements of this Agreement.

    

    
      


      9. Restrictions
        on Transfer and Pledge.
        No
        right or interest of Optionee in the Options 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 Optionee to
        any
        other party other than the Company or an Affiliate. The Options are not
        assignable or transferable by Optionee other than by will or the laws of
        descent
        and distribution or pursuant to a domestic relations order that would satisfy
        Section 414(p)(1)(A) of the Code if such Section applied to an Option under
        the
        Plan; provided, however, that the Committee may (but need not) permit other
        transfers. The Options may be exercised during the lifetime of Optionee only
        by
        Optionee or any permitted transferee. 

      


      10. Restrictions
        on Issuance of Shares.
        If at
        any time the Committee shall determine in its discretion, that registration,
        listing or qualification of the Shares covered by the Options upon any Exchange
        or under any foreign, federal, or local law or practice, or the consent or
        approval of any governmental regulatory body, is necessary or desirable as
        a
        condition to the exercise of the Options, the Options may not be exercised
        in
        whole or in part unless and until such registration, listing, qualification,
        consent or approval shall have been effected or obtained free of any conditions
        not acceptable to the Committee.

      


      11.
        Amendment.
        The
        Committee may amend, modify or terminate this Agreement without approval
        of the
        Optionee; provided, however, that such amendment, modification or termination
        shall not, without the Optionee's consent, reduce or diminish the value of
        this
        award determined as if it had been fully vested and exercised on the date
        of
        such amendment or termination (with the per-share value being calculated
        as the
        excess, if any, of the Fair Market Value over the exercise price of the
        Options). Notwithstanding
        anything herein to the contrary, the Company is authorized, without Grantee’s
        consent, to amend or interpret this Agreement to the extent necessary, if
        any,
        to comply with Section 409A of the Code and Treasury regulations and guidance
        with respect to such law.

      


      12. Plan
        Controls.
        The
        terms and conditions contained in the Plan are incorporated into and made
        a part
        of this Agreement and this Agreement shall be governed by and construed in
        accordance with the Plan. In the event of any actual or alleged conflict
        between
        the provisions of the Plan and the provisions of this Agreement, the provisions
        of the Plan shall be controlling and determinative.

      


      13. Successors.
        This
        Agreement shall be binding upon any successor of the Company, in accordance
        with
        the terms of this Agreement and the Plan.

      


      14. Severability.
        If any
        one or more of the provisions contained in this Agreement is invalid, illegal
        or
        unenforceable, the other provisions of this Agreement will be construed and
        enforced as if the invalid, illegal or unenforceable provision had never
        been
        included.

      


      15. Notice.
        Notices
        and communications under this Agreement must be in writing and either personally
        delivered or sent by registered or certified United States mail, return receipt
        requested, postage prepaid. Notices to the Company must be addressed to:
        Micron
        Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise,
        ID
        83716-9632, Attn:
        Secretary, or any other address designated by the Company in a written notice
        to
        Optionee. Notices to Optionee will be directed to the address of Optionee
        then
        currently on file with the Company, or at any other address given by Optionee
        in
        a written notice to the Company.


      
        
          
          

        

        
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      2004
        Equity Incentive Plan

      Notice
        of
        Award and Acknowledgment

      


      Name:

      ID:

      Grant
        Number:

      


      Effective
        GRANT_DATE (Grant Date), you have been awarded GRANTED restricted stock units
        which are convertible into GRANTED shares of Micron Technology, Inc. (the
        Company) Common Stock.

      


      This
        Restricted Stock Unit Awarded is subject to the following:

      


      1.
        The
        terms and conditions of the Restricted Stock Unit Award Agreement
        and

      2.
        The
        terms and conditions of the 2004 Equity Incentive Plan.

      


      Please
        review the Restricted Stock Unit Agreement and 2004 Equity Incentive Plan
        carefully, as they contain the terms and conditions which govern your Restricted
        Stock Unit Award. In addition, a Prospectus summarizing the Plan and the
        Insider
        Trading Calendar and Policy are available for your review.

      


      Unless
        sooner vested in accordance with Section 3 of the Restricted Stock Unit
        Agreement or otherwise in the discretion of the Committee, the restrictions
        imposed under Section 2 of the Restricted Stock Unit Agreement will expire
        as to
        the following number of Units awarded hereunder, on the following respective
        dates; provided the Grantee is still employed by the Company of any
        Affiliate.

      


      Restriction
        Lapse Schedule

      
        	
                Units

              	
                Vesting
                  Date

              


      

      


      Acknowledgement

      


      Grantee
        hereby acknowledges that he/she has reviewed (i) the terms and conditions
        of the
        Restricted Stock Unit Agreement and (ii) 2004 Equity Incentive Plan and is
        familiar with the provisions thereof. Grantee acknowledges that a Prospectus
        relating to the Plan was made available for review. Grantee hereby accepts
        this
        Award subject to all the terms and provisions of the 2004 Equity Incentive
        Plan
        and Restricted Stock Unit Award.

      


      Grantee
        acknowledges that the grant and acceptance of this Award do not constitute
        an
        employment agreement and do not assure continuous employment with Micron
        Technology, Inc., its affiliated companies, or subsidiaries. 

      


      Grantee
        authorizes Micron Technology, Inc. to release his/her Social Security Number
        or
        Global ID and address information to the Company's Broker who has agreed
        to
        provide brokerage service for 2004 Equity Incentive Plan participants for
        the
        purposes of opening an account under his/her name.

      


       

      


      
        	 	
                MICRON
                  TECHNOLOGY, INC.

              
	 	
                a
                  Delaware Corporation

              
	 	 
	 	
                __________________________

              
	 	
                Wilbur
                  G. Stover, Jr.

              
	 	
                Vice
                  President of Finance & CFO

              
	
                Signature:
                  _______________________________

              	 
	 	
                Date:GRANT_DATE

              
	
                Date:
                  ________________

              	 


      

      


      


      
        
          
          

        

        
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      RESTRICTED
        STOCK UNIT AGREEMENT - TERMS AND CONDITIONS

      


      1.
        Grant
        of Units.
        The
        Company hereby grants to the Grantee named on page 1 hereof, subject to the
        restrictions and the terms and conditions set forth in the Plan and in this
        award certificate (this “Certificate”), the number of restricted stock units
        indicated on page 1 hereof (the “Units”) which represent the right to receive an
        equal number of shares of the Company’s $0.10 par value common stock (“Stock”)
        on the terms set forth in this Certificate. Capitalized terms used herein
        and
        not otherwise defined shall have the meanings assigned to such terms in the
        Plan.

      


      2.
        Vesting
        of Units.
        The
        Units have been credited to a bookkeeping account on behalf of Grantee. The
        Units will vest and become non-forfeitable on the earliest to occur of the
        following (the “Vesting Date”):

      
        	 	
                (a)

              	
                as
                  to the percentages of the Units specified on page 1 hereof, on
                  the
                  respective dates specified on page 1 hereof;
                  provided Grantee is then still employed by the Company or any Affiliate
                  or still serves as a director of the Company;
                  or

              


      

      
        	
              	(b)	
                Termination
                  of Grantee’s service as a director of the Company or employment by the
                  Company and all Affiliates by reason of death or Disability;
                  or

              


      

      
        	
              	(c)	
                Upon
                  the occurrence of a Change in
                  Control.

              


      

      


      If
        Grantee’s employment terminates prior to the Vesting Date for any reason other
        than as described in (b) above, Grantee shall forfeit all right, title and
        interest in and to the Units as of the date of such termination and the Units
        will be reconveyed to the Company without further consideration or any act
        or
        action by Grantee.
        For
        purpose of Section 409A of the Code, any reference herein to Grantee’s
“termination of employment” shall be interpreted to mean Grantee’s “separation
        from service” as defined in Code section 409A and Treasury regulations and
        guidance with respect to such law.

      


      3.
        Conversion
        to Stock.
        Unless
        the Units are forfeited prior to the Vesting Date as provided in section
        2
        above, the Units will be converted to actual shares of Stock on the Vesting
        Date
        (the “Conversion Date”). Shares of Stock will be registered on the books of the
        Company in Grantee’s name as of the Conversion Date. Stock certificates for the
        shares of Stock shall be delivered to Grantee upon request, but delivery
        may be
        postponed for such period as may be required for the Company with reasonable
        diligence to comply if deemed advisable by the Company, with registration
        requirements under the Securities Act of 1933, listing requirements under
        the
        rules of any stock exchange, and requirements under any other law or regulation
        applicable to the issuance or transfer of the Shares.

      


      4.
        Dividend
        Equivalents.
        If and
        when dividends or other distributions are paid with respect to the Stock
        while
        the Units are outstanding, the dollar amount or fair market value of such
        dividends or distributions with respect to the number of shares of Stock
        then
        underlying the Units shall be paid to Grantee within 30 days after the payment
        date of such dividend or distribution to shareholders. 

      


      5.
        Changes
        in Capital Structure.
        In the
        event the Stock shall be changed into or exchanged for a different number
        or
        class of shares of stock or securities of the Company or of another company,
        whether through reorganization, recapitalization, statutory share exchange,
        reclassification, stock split-up, combination of shares, merger or
        consolidation, or otherwise, there shall be substituted for each share of
        Stock
        then underlying a Unit subject to this Certificate the number and class of
        shares into which each outstanding share of Stock shall be so exchanged.
        

      


      6.
        Restrictions
        on Transfer.
        No
        right or interest of Grantee in the Units may be pledged, hypothecated or
        otherwise encumbered to or in favor of any party other than the Company or
        an
        Affiliate, or be subjected to any lien, obligation or liability of Grantee
        to
        any other party other than the Company or an Affiliate. Units are not assignable
        or transferable by Grantee other than by will or the laws of descent and
        distribution or pursuant to a domestic relations order that would satisfy
        Section 414(p)(1)(A) of the Code; but the Committee may permit other transfers
        in accordance with the Plan. 

      


      7.
        Limitation
        of Rights.
        The
        Units do not confer to Grantee or Grantee’s beneficiary any rights of a
        stockholder of the Company unless and until shares of Stock are in fact issued
        to such person in connection with the Units. Nothing in this Certificate
        shall
        interfere with or limit in any way the right of the Company or any Affiliate
        to
        terminate Grantee’s employment at any time, nor confer upon Grantee any right to
        continue in employment of the Company or any Affiliate. Grantee waives all
        and
        any rights to any compensation or damages for the termination of Grantee's
        office or employment with the Company or an Affiliate for any reason (including
        unlawful termination of employment) insofar as those rights arise from Grantee
        ceasing to have rights in relation to the Units as a result of that termination
        or from the loss or diminution in value of such rights. The grant of the
        Units
        does not give Grantee any right to participate in any future grants of share
        incentive awards in the future.


      8.
        Payment
        of Taxes.
        Grantee
        will, no later than the date as of which any amount related to the Units
        first
        becomes includable in Grantee’s gross income for federal income tax purposes,
        pay to the Company, or make other arrangements satisfactory to the Committee
        regarding payment of, any federal, state and local taxes of any kind (including
        Grantee’s FICA obligation) required by law to be withheld with respect to such
        amount. The obligations of the Company under this Certificate will be
        conditional on such payment or arrangements, and the Company, and, where
        applicable, its Affiliates will, to the extent permitted by law, have the
        right
        to deduct any such taxes from any payment of any kind otherwise due to
        Grantee.


      
        
          
          

        

        
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      9.
        Amendment.
        The
        Committee may amend, modify or terminate this Certificate without approval
        of
        Grantee; provided, however, that such amendment, modification or termination
        shall not, without Grantee’s consent, reduce or diminish the value of this award
        determined as if it had been fully vested (i.e., as if all restrictions on
        the
        Units hereunder had expired) on the date of such amendment or termination.
        Notwithstanding
        anything herein to the contrary, the
        Committee may, without Grantee’s consent, amend or interpret this Certificate to
        the extent necessary to comply with Section 409A of the Code and Treasury
        regulations and guidance with respect to such law.

      


      10.
        Plan
        Controls.
        The
        terms contained in the Plan shall be and are hereby incorporated into and
        made a
        part of this Certificate and this Certificate shall be governed by and construed
        in accordance with the Plan. In the event of any actual or alleged conflict
        between the provisions of the approved Plan and the provisions of this
        Certificate, the provisions of the Plan shall be controlling and
        determinative.

      


      11.
        Notice.
        Notices
        hereunder must be in writing and either personally delivered or sent by
        registered or certified United States mail, return receipt requested, postage
        prepaid. Notices to the Company must be addressed to Micron Technology, Inc.,
        8000 South Federal Way, Boise, Idaho 83706-9632; Attn: Secretary, or any
        other
        address designated by the Company in a written notice to Grantee. Notices
        to
        Grantee will be directed to the address of Grantee then currently on file
        with
        the Company, or at any other address given by Grantee in a written notice
        to the
        Company.


      12
        Data
        processing.
        By
        accepting the Units, Grantee gives explicit consent to the Company to process
        any such personal data and to transfer any such personal data outside the
        country in which the Grantee works or is employed, including to the United
        States, to transferees who shall include the Company and other persons who
        are
        designated by the Company to administer the Plan.


      
        
          
          

        

        
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