Exhibit 10.67


    
      
        

      

      Exhibit
        10.67

      


      [***]    DENOTES
        CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
        EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT.

       

      INTEL/MICRON
        CONFIDENTIAL

       

      


       

       

      


       

       

      


       

       

      


       

      
        	 
	
                 

                OMNIBUS
                  AGREEMENT

                 

                BY
                  AND BETWEEN

                 

                MICRON
                  TECHNOLOGY, INC. AND INTEL CORPORATION

                 

                FEBRUARY
                  27, 2007

              


      

      


      



      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          TABLE
            OF CONTENTS

          Page

        

      



      
        	
                ARTICLE
                  1.

                 

              	
                MANAGEMENT

                 

              	
                1

                 

              
	
                1.1

              	
                Board
                  of Managers

              	
                1

              
	
                1.2

                 

              	
                Manufacturing
                  Committee

                 

              	
                2

                 

              
	
                ARTICLE
                  2.

                 

              	
                DEBT
                  FINANCING

                 

              	
                2

                 

              
	
                2.1

              	
                Waiver
                  of Rights to Mandatory Member Debt Financing

              	
                2

              
	
                2.2

                 

              	
                Payment
                  of Member Notes

                 

              	
                3

                 

              
	
                ARTICLE
                  3.

                 

              	
                PERMITTED
                  TRANSFERS

                 

              	
                3

                 

              
	
                3.1

              	
                Intel
                  Majority Purchase Right

              	
                3

              
	
                3.2

              	
                Purchase
                  of Remaining Interest

              	
                3

              
	
                3.3

                 

              	
                Purchase
                  of Interest to Effect a Change in Consolidating Member

                 

              	
                3

                 

              
	
                ARTICLE
                  4.

                 

              	
                LIQUIDATING
                  EVENTS AND TRIGGERING EVENTS

                 

              	
                4

                 

              
	
                4.1

              	
                Optional
                  Termination Rights

              	
                4

              
	
                4.2

              	
                Metric
                  Events

              	
                4

              
	
                4.3

                 

              	
                [***]%
                  Dissolution Rights

                 

              	
                5

                 

              
	
                ARTICLE
                  5.

                 

              	
                PURCHASE
                  OPTIONS; FAB ALLOCATION PROCESS

                 

              	
                6

                 

              
	
                5.1

              	
                Micron
                  Purchase Option on [***]

              	
                6

              
	
                5.2

              	
                Intel
                  Purchase Option

              	
                6

              
	
                5.3

              	
                Additional
                  Micron Option

              	
                7

              
	
                5.4

              	
                Remaining
                  Facilities Draft

              	
                7

              
	
                5.5

              	
                Auction
                  of Single Remaining Facility

              	
                9

              
	
                5.6

                 

              	
                Closing
                  of Purchases

                 

              	
                9

                 

              
	
                ARTICLE
                  6.

                 

              	
                FORMATION
                  OF ADDITIONAL ENTITIES

                 

              	
                10

                 

              
	
                6.1

                 

              	
                Formation
                  of Foreign Facilities Company

                 

              	
                10

              
	
                ARTICLE
                  7.

                 

              	
                DEFAULT

                 

              	
                11

                 

              
	
                7.1

              	
                Event
                  of Default

              	
                11

              
	
                7.2

                 

              	
                Specific
                  Performance

                 

              	
                11

                 

              
	
                ARTICLE
                  8.

                 

              	
                MISCELLANEOUS
                  PROVISIONS

                 

              	
                12

                 

              
	
                8.1

              	
                Notices

              	
                12

              
	
                8.2

              	
                Waiver

              	
                12

              
	
                8.3

              	
                Assignment

              	
                13

              
	
                8.4

              	
                Third
                  Party Rights

              	
                13

              
	
                8.5

              	
                Choice
                  of Law

              	
                13

              
	
                8.6

              	
                Headings

              	
                13

              
	
                8.7

              	
                Entire
                  Agreement

              	
                13

              
	
                8.8

              	
                Severability

              	
                13

              
	
                8.9

              	
                Counterparts

              	
                13

              
	
                8.10

              	
                Further
                  Assurances

              	
                13

              


      

      


      
        
          -i-

        

        
          
          

          
            

          

        

        
          
            TABLE
              OF CONTENTS

            (continued)

            Page

          

        

         

         

      

      
        	
                8.11

              	
                Consequential
                  Damages

              	
                13

              
	
                8.12

              	
                Jurisdiction;
                  Venue

              	
                14

              
	
                8.13

              	
                Confidential
                  Information

              	
                14

              
	
                8.14

              	
                Reimbursement
                  of Singapore Joint Venture Company Start-Up Costs

              	
                14

              
	
                8.15

              	
                Dispute
                  Resolution

              	
                14

              
	
                8.16

              	
                Certain
                  Matters

              	
                15

              
	
                8.17

              	
                Authorized
                  Representatives and Senior Authorized Representatives

              	
                16

              
	
                8.18

              	
                Certain
                  Interpretive Matters

              	
                16

              


      

      


       

      


       

      


      
        	
                APPENDICES

              	 
	 	 
	
                Appendix
                  A

              	
                Definitions

              
	
                Appendix
                  B

              	
                Manufacturing
                  Committee Charter

              


      

      


      
        	
                SCHEDULES

              	 
	 	 
	
                Schedule
                  1

              	
                Applicable
                  Joint Ventures and Applicable Joint Venture Agreements

              
	
                Schedule
                  2

              	
                Relatives

              


      

      


      



      
        
          -ii-

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      OMNIBUS
        AGREEMENT

       

      This
        OMNIBUS
        AGREEMENT
        (this
“Agreement”),
        is
        made and entered into as of this 27th day of February, 2007, by and between
        Micron Technology, Inc., a Delaware corporation (“Micron”),
        and
        Intel Corporation, a Delaware corporation (“Intel”)
        (Micron and Intel are each referred to individually as a “Party,”
and
        collectively as the “Parties”).
        

       

      RECITALS

       

      A.  Micron
        and Intel are parties to that certain Amended and Restated Limited Liability
        Company Operating Agreement of IM Flash Technologies, LLC, dated February
        27,
        2007 (the “IMFT
        Agreement”).

       

      B.  Micron
        Singapore, a Wholly-Owned Subsidiary of Micron, and Intel Singapore, a
        Wholly-Owned Subsidiary of Intel, are parties to that certain Limited Liability
        Partnership Agreement of IM Flash Singapore, LLP, dated February 27, 2007
        (the
“IMFS
        Agreement”).

       

      C.  Micron
        and Intel desire to establish certain terms and conditions pursuant to which
        Micron and Intel and their respective Relatives will cooperate with respect
        to
        their direct or indirect ownership of any Applicable Joint Venture.

       

      D.  Capitalized
        terms used in this Agreement shall have the respective meanings ascribed
        to such
        terms in Appendix
        A
        to this
        Agreement. Capitalized terms followed by phrases such as “under
        any Applicable Joint Venture Agreement”
or
        “pursuant
        to any Applicable Joint Venture Agreement”
shall
        have the respective meanings ascribed to such terms under the appropriate
        Applicable Joint Venture Agreement. Capitalized terms with “U.S.”
added
        at the beginning are references to such capitalized terms under the IMFT
        Agreement. Capitalized terms with “Singapore”
added
        at the beginning are references to such capitalized terms under the IMFS
        Agreement. All references to “Board
        of Managers”
of
        an
        Applicable Joint Venture shall mean, as appropriate, the board of managers,
        board of directors or similar governing body thereof, and all references
        to
“Members”
of
        an
        Applicable Joint Venture shall mean the members, partners, stockholders or
        similar equity owners thereof.

       

      E.  Whenever
        phrases such as “the
        Party will not permit its Relatives to,”
        “the
        Parties shall cause their respective Relatives to”
or
        other similar language requiring that a Party direct the actions of its
        Relatives, other than the U.S. Joint Venture Company, are used herein it
        shall
        be deemed to mean that such Party has caused or prohibited or will cause
        or
        prohibit such action by exercising its rights as a majority or sole shareholder
        of the Relative to call a meeting or request an action of the board of directors
        or other governing body of the Relative in order to cause or prohibit such
        Relative’s action.

       

      ARTICLE
        1. 

      MANAGEMENT

       

      1.1  Board
        of Managers.
        (A)
        The
        Parties shall cause each Applicable Joint Venture other than the U.S. Joint
        Venture Company to have a Board of Managers, which shall consist of eight
        (8)
        individuals or such other number as the Members under the Applicable Joint
        Venture Agreement may unanimously agree.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      (B)  Without
        the prior written consent of Intel, Micron will not, and will not permit
        its
        Relatives to, (i) appoint to the Board of Managers of an Applicable Joint
        Venture other than the U.S. Joint Venture Company more than one person who
        is
        also a member of the Board of Managers of the U.S. Joint Venture Company,
        or
        (ii) appoint to the Board of Managers of the U.S. Joint Venture Company more
        than one person who is also a member of the Board of Managers of any other
        Applicable Joint Venture; provided,
        however,
        that
        this restriction will not apply with respect to any such Applicable Joint
        Venture for which Micron Members are entitled to appoint all members of the
        Board of Managers. Without the prior written consent of Micron, Intel will
        not,
        and will not permit its Relatives to, (i) appoint to the Board of Managers
        of an
        Applicable Joint Venture other than the U.S. Joint Venture Company more than
        one
        person who is also a member of the Board of Managers of the U.S. Joint Venture
        Company, or (ii) appoint to the Board of Managers of the U.S. Joint Venture
        Company more than one person who is also a member of the Board of Managers
        of
        any other Applicable Joint Venture; provided,
        however,
        that
        this restriction will not apply with respect to any such Applicable Joint
        Venture for which Intel Members are entitled to appoint all members of the
        Board
        of Managers.

       

      (C)  Micron
        shall not, and shall not permit its Relatives to, and Intel shall not, and
        shall
        not permit its Relatives to, appoint the U.S. Micron Executive Officer or
        U.S.
        Intel Executive Officer, respectively, as one of its appointed Managers under
        any Applicable Joint Venture Agreement (other than the IMFT Agreement) if
        such
        person is a member of the Board of Managers of the U.S. Joint Venture Company.
        Micron and Intel shall not appoint any executive officer of an Applicable
        Joint
        Venture other than the U.S. Joint Venture Company to the Board of Managers
        of
        the U.S. Joint Venture Company.

       

      1.2  Manufacturing
        Committee.

       

      (A)  Micron
        and Intel hereby establish a manufacturing committee (the “Manufacturing
        Committee”)
        to,
        among other things, consult with the Members of each of the Applicable Joint
        Ventures regarding its output of Joint Venture Products. The membership,
        functions, objectives and procedures of the Manufacturing Committee are more
        fully set forth in Appendix B
        to this
        Agreement.

       

      (B)  The
        Manufacturing Committee shall have a planning subcommittee (the “Planning
        Subcommittee”).
        Micron and Intel shall, and shall cause their respective Relatives that are
        Members under any Applicable Joint Venture Agreement to, submit the reports
        and
        analysis produced by the manufacturing planning personnel of the Applicable
        Joint Ventures to the Planning Subcommittee. The Planning Subcommittee will
        formulate recommendations to be submitted to the Manufacturing Committee
        for
        approval and action. The membership, functions, objectives and procedures
        of the
        Planning Subcommittee are more fully set forth in Appendix B
        to this
        Agreement.

       

      ARTICLE
        2. 

      DEBT
        FINANCING

       

      2.1  Waiver
        of Rights to Mandatory Member Debt Financing.
        The
        Parties hereby, and shall cause their respective Relatives to, (A) waive
        their
        respective rights to compel any Funding Member under any Applicable Joint
        Venture Agreement to provide Mandatory Member Debt Financing under Section
        3.1
        of any Applicable Joint Venture Agreement, (B) waive their respective rights
        to
        provide Mandatory Member Debt 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Financing
        under Section 3.1 of any Applicable Joint Venture Agreement and (C) agree
        to
        cause each Applicable Joint Venture in which they are Members to waive its
        rights to compel any Funding Member under any Applicable Joint Venture Agreement
        to provide Mandatory Member Debt Financing under Section 3.1 of any Applicable
        Joint Venture Agreement, in each case other than with respect to the Next
        Eligible Fab.

       

      2.2  Payment
        of Member Notes.
        Intel
        and Micron shall not allow their respective Relatives that are Members under
        any
        Applicable Joint Venture Agreement to elect to receive payments on any Member
        Notes under any Applicable Joint Venture Agreement held by such Relatives,
        unless the chief executive officer of Intel or Micron, as applicable, has
        authorized the receipt of such payments in writing. 

       

      ARTICLE
        3. 

      PERMITTED
        TRANSFERS

      


      3.1  Intel
        Majority Purchase Right.
        Intel
        shall not exercise, and shall prevent its Relatives from exercising, rights
        to
        purchase an additional Interest under any Applicable Joint Venture Agreement
        pursuant to Section 12.4(A) of any Applicable Joint Venture Agreement (the
        “Majority
        Purchase Right”)
        unless
        Intel and its Relatives have the right to, and do, simultaneously exercise,
        and
        perform the obligations with respect to, the Majority Purchase Rights under
        Section 12.4(A) of each of the Applicable Joint Venture Agreements. Micron
        and
        Intel shall, and shall cause each of their Relatives to, effectuate the closing
        of all of the Majority Purchase Rights under the Applicable Joint Venture
        Agreements on the same date and time, at the same place and in the same manner.
        

       

      3.2  Purchase
        of Remaining Interest.
        Micron
        and Intel shall not exercise, and shall not permit their respective Relatives
        to
        exercise, rights to purchase the remaining Interest under any Applicable
        Joint
        Venture Agreement pursuant to Section 12.5 of any Applicable Joint Venture
        Agreement (the “[***]%
        Purchase Right”)
        unless
        Micron or Intel, as applicable, and their respective Relatives, as applicable,
        have the right to, and do, simultaneously exercise, and perform the obligations
        with respect to, the [***]% Purchase Rights under Section 12.5 of each of
        the
        Applicable Joint Venture Agreements. Micron and Intel, as applicable, shall,
        and
        shall cause each of their respective Relatives, as applicable, to, effectuate
        the closing of all of the [***]% Purchase Rights under the Applicable Joint
        Venture Agreements on the same date and time, at the same place and in the
        same
        manner.

       

      3.3  Purchase
        of Interest to Effect a Change in Consolidating Member.
        If a
        Change in Consolidating Member under any Applicable Joint Venture Agreement
        occurs causing Intel to become the Consolidating Member under such Applicable
        Joint Venture Agreement, Intel shall, and shall cause all of its Relatives
        to,
        exercise, and perform their obligations with respect to, their respective
        purchase rights under Section 12.4(B) of each of the Applicable Joint Venture
        Agreements (other than those in which Intel or its Relative is already the
        Consolidating Member under such Applicable Joint Venture Agreement). If a
        Change
        in Consolidating Member under any Applicable Joint Venture Agreement occurs
        and
        Intel has exercised its rights in the immediately preceding sentence, Micron
        shall, and shall cause all of its Relatives to, consent to 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      the
        exercise of the purchase right set forth in Section 12.4(B) of each of the
        Applicable Joint Venture Agreements. Micron and Intel agree, and shall cause
        each of their Relatives, to effectuate the closing of all of the purchase
        rights
        under Section 12.4(B) of the Applicable Joint Venture Agreements on the same
        date and time, at the same place and in the same manner.

       

      ARTICLE
        4. 

      LIQUIDATING
        EVENTS AND TRIGGERING EVENTS

       

      4.1  Optional
        Termination Rights.
        Micron
        and Intel shall not exercise, and shall not permit their respective Relatives
        to
        exercise, the right to cause a Liquidating Event or Triggering Event, as
        applicable, pursuant to Section 13.1(A)(11) under any Applicable Joint Venture
        Agreement, unless (A) a Liquidating Event or Triggering Event, as applicable,
        other than under Section 13.1(A)(11) has previously occurred under any
        Applicable Joint Venture Agreement, (B) otherwise permitted by Section 4.2
        of
        this Agreement, or (C) any Applicable Joint Venture has otherwise dissolved
        or
        ceased to exist.

       

      4.2  Metric
        Events.
        Upon
        the occurrence of any of the following events (each, a “Metric
        Event”),
        the
        electing Party and its respective Relatives may exercise their respective
        rights
        to cause a Liquidating Event or Triggering Event, as applicable, pursuant
        to
        Section 13.1(A)(11) under any Applicable Joint Venture Agreement: 

       

      (A)  the
        election of a Party by written notice to the other Party upon the occurrence
        of
        a Balance Sheet Metric Event on or prior to the Transition Date; provided,
        however,
        that
        such notice shall be given not more than thirty (30) days after the receipt
        by
        the notifying Party and such notifying Party’s Relatives from the Applicable
        Joint Ventures of financial reports indicating that such Balance Sheet Metric
        Event has occurred;

       

      (B)  the
        first
        day on which each of the following conditions is satisfied:

       

      (1)  an
        Initial Operating Metric Event has occurred on or prior to the Transition
        Date;

       

      (2)  either
        Party provides a written notice (the “Election
        Notice”)
        to the
        other Party of its election to, or to cause its Relatives to, trigger a
        Liquidating Event or Triggering Event, as applicable, pursuant to Section
        13.1(A)(11) under the Applicable Joint Venture Agreements unless there is
        a
        Subsequent Operating Metric Cure; provided,
        however,
        that:

       

      (a)  the
        Election Notice shall be given only after completion of [***] Fiscal Quarters
        after the Initial Operating Metric Event and only if a Subsequent Operating
        Metric Cure has not occurred by the end of such [***] Fiscal
        Quarters;

       

      (b)  such
        Election Notice shall be given not more than [***]after the later of (i)
        receipt
        by the notifying Party and such notifying Party’s Relative from the Applicable
        Joint Ventures of financial reports for the [***] Fiscal Quarter after the
        Initial Operating Metric Event and (ii) the receipt by such 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Party
        of
        notice from the U.S. Joint Venture Company or the other Party that the
        Transition Date has occurred; and

       

      (c)  a
        Party
        who has not remitted in full its [***] of any [***] Capital Contribution
        in
        accordance with Section 2.3(A) of the IMFT Agreement shall not be eligible
        to
        submit an Election Notice unless the other Party failed to contribute in
        full
        its [***] of that or any earlier [***] Capital Contribution under Section
        2.3(A)
        of the IMFT Agreement;

       

      (3)  not
        less
        than [***] Fiscal Quarters after the Initial Operating Metric Event have
        been
        completed;

       

      (4)  there
        shall not have been a Subsequent Operating Metric Cure in any period of [***]
        Fiscal Quarters completed prior to the end of the U.S. Fiscal Quarter most
        recently completed prior to the date the Election Notice is given; provided,
        however,
        that if
        the Election Notice is given in the [***] Fiscal Quarter after the Initial
        Operating Metric Event, there shall not have been a Subsequent Operating
        Metric
        Cure in any period of [***] Fiscal Quarters completed prior to the end of,
        and
        including, such [***] Fiscal Quarter; and

       

      (5)  [***]
        shall have expired from the date the Election Notice was given; or

       

      (C)  the
        election of a Party by written notice to the other Party upon the occurrence
        of
        a Critical Deadlock, provided such notice is given not more than thirty (30)
        days after the later of the end of the [***] period described in subsection
        (B)
        of the definition of Critical Deadlock and the receipt by the electing Party
        and
        such electing Party’s Relative from the Applicable Joint Ventures of financial
        reports indicating that no Subsequent Operating Metric Cure has occurred
        in the
        period of [***] Fiscal Quarters described in subsection (C) of the definition
        of
        Critical Deadlock.

       

      For
        the
        purposes of this Section 4.2, the Parties shall, and shall cause each of
        their
        respective Relatives that are Members under any Applicable Joint Venture
        Agreement to, cause the Authorized Officers under any Applicable Joint Venture
        Agreement, or the Chief Executive Officer under any Applicable Joint Venture
        Agreement, or the Site Manager under any Applicable Joint Venture Agreement,
        as
        applicable, to keep or cause to be kept adequate books and records that would
        enable the Parties to determine, in combination with information from any
        other
        Applicable Joint Venture, whether any Metric Event has occurred in any relevant
        period.

       

      4.3  [***]%
        Dissolution Rights.
        Micron
        and Intel shall not exercise, and shall prevent their respective Relatives
        from
        exercising, rights to wind up the affairs of any Applicable Joint Venture
        under
        any Applicable Joint Venture Agreement pursuant to Section 13.1(A)(3) of
        any
        Applicable Joint Venture Agreement (the “[***]%
        Dissolution Right”)
        unless
        Micron or Intel, as applicable, and their respective Relatives, as applicable,
        have the right to, and do, simultaneously exercise the [***]%
        Dissolution Rights under Section 13.1(A)(3) of each of the Applicable Joint
        Venture Agreements.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      ARTICLE
        5. 

      PURCHASE
        OPTIONS; FAB ALLOCATION PROCESS

       

      Intel
        and
        Micron hereby agree that upon the occurrence of any Liquidating Event or
        Triggering Event, as applicable, the Parties shall, and shall cause each
        of
        their respective Relatives to, cause each of the Applicable Joint Ventures
        to
        dispose of the Facilities owned or leased by any Applicable Joint Venture
        in
        accordance with the following Purchase Options and Fab allocation
        process.

       

      5.1  Micron
        Purchase Option on [***].

       

      (A)  Within
        thirty (30) days after the [***]Determination Date, Micron may elect to purchase
        all, but not less than all, of either (i) the [***] or (ii) the equity interest
        in the [***] Facilities Company that owns or leases only the [***]. Micron’s
        election to purchase (the “Micron
        [***]
        Purchase
        Option”)
        shall
        be exercised by delivering a written notice (the “Micron
        [***]
        Exercise
        Notice”)
        of
        such election to the other Party and the U.S. Joint Venture Company. The
        purchase price for, as applicable, either (x) the [***] or (y) the equity
        interest, purchased pursuant to the Micron [***] Purchase Option shall be
        the
        [***] Value of such [***] or the equity interest in the applicable [***]
        Facilities Company, respectively (excluding, for purposes of this determination,
        any value attributable to the [***]).

       

      (B)  In
        the
        event that Micron does not exercise the Micron [***] Purchase Option, or
        does
        not otherwise acquire the [***] pursuant to this Article 4, then Micron shall
        permit the [***] Joint Venture Company, or the purchaser of any such [***]
        in an
        auction contemplated by this Agreement or by Section 13.11 of the IMFT
        Agreement, as applicable, to have reasonable access to the Premises, for
        a
        reasonable period and on a reasonable basis, in order to remove such [***]
        from
        the Premises.

       

      5.2  Intel
        Purchase Option.

       

      (A)  If
        a
        Liquidating Event or Triggering Event, as applicable, occurs before the [***]
        is
        an Operational Fab, then within thirty (30) days after the [***] Determination
        Date, Intel may, subject to Section 5.4(C), elect to purchase all, but not
        less than all, of either (i) the [***] and its Associated Assets or (ii)
        the
        equity interest in the [***] Facilities Company that owns or leases only
        the
        [***] and its Associated Assets, irrespective of whether the [***] is an
        Operational Fab and irrespective of whether any additional [***].

       

      (B)  If
        a
        Liquidating Event or Triggering Event, as applicable, occurs after the [***]
        is
        an Operational Fab but before the [***] is an Operational Fab (a “Later
        Liquidating Event”),
        then
        within thirty (30) days after the [***] Determination Date, Intel may [***],
        subject to Section 5.4(C), elect to purchase under this Section 5.2(B) all,
        but
        not less than all, of either (i) the [***] and its Associated Assets under
        the
        [***] Joint Venture Agreement or (ii) the equity interest in the [***] Joint
        Venture that owns or leases only the [***] and its Associated
        Assets.

       

      (C)  Intel
        shall exercise the purchase option contained in Sections 5.2(A) or 5.2(B)
        (in
        either case, an “Intel
        Purchase Option”)
        by
        delivering, or causing its Relative, as appropriate, to deliver, a written
        notice (the “Intel
        Exercise Notice”)
        of
        such election to the Applicable Joint Ventures and Micron. The purchase price
        for, as applicable, either (i) (a) the 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      [***]
        and
        its Associated Assets or (b) the [***] and its Associated Assets under the
        [***]
        Joint Venture Agreement or (ii) the equity interest in (a) the [***] Facilities
        Company that owns or leases only the [***] and its Associated Assets or (b)
        the
        [***] Joint Venture that owns or leases only the [***] and its Associated
        Assets, purchased pursuant to the Intel Purchase Option shall be the [***]
        Value
        under the [***] Joint Venture Agreement of such assets or equity,
        respectively.

       

      5.3  Additional
        Micron Option.

       

      (A)  If
        a
        Later Liquidating Event occurs, then within thirty (30) days after the [***]
        Determination Date, Micron may, subject to Section 5.4(C), elect to purchase
        under this Section 5.3(A) all, but not less than all, of either (i) the [***]
        and its Associated Assets or (ii) the equity interest in the [***] Facilities
        Company that owns or leases only the [***] and its Associated
        Assets.

       

      (B)  Micron
        shall exercise the purchase option contained in Section 5.3(A) (the
“Micron
        Purchase Option”)
        by
        delivering a written notice (the “Micron
        Exercise Notice”)
        of
        such election to the [***] Joint Venture Company and Intel. The purchase
        price
        for, as applicable, either (i) the [***] and its Associated Assets or (ii)
        the
        equity interest in the [***] Facilities Company that owns or leases only
        the
        [***] and its Associated Assets, purchased pursuant to the Micron Purchase
        Option shall be the [***] Value of such assets or equity,
        respectively.

       

      5.4  Remaining
        Facilities Draft.

       

      (A)  Within
        fifteen (15) days (the “Fab
        Draft Period”)
        after
        the expiration of the last to expire of the options set forth in Sections
        5.1,
        5.2 and 5.3 (to the extent such options are applicable), any Facility or
        the
        equity of any Facilities Company that owns or leases only a single Facility
        that
        is not the subject of a Micron [***] Exercise Notice, an Intel Exercise
        Notice or
        a
        Micron Exercise Notice (each such Facility, a “Remaining
        Facility”)
        shall
        be offered to Intel or Micron or their respective Relatives that are Members
        under the Applicable Joint Venture Agreement, as appropriate, for purchase
        at
        their respective [***] Values under the Applicable Joint Venture Agreements
        in a
        draft (the “Draft”)
        to be
        conducted under the following procedure; provided,
        however,
        that in
        the event there is only one Remaining Facility, such Remaining Facility shall
        be
        offered to Intel or Micron (or their respective Relatives that are Members
        under
        the Applicable Joint Venture Agreement) under Section 5.5, and the
        provisions of this Section 5.4 shall not apply to such Remaining
        Facility.

       

      (B)  Within
        fifteen (15) days after the commencement of the Fab Draft Period, the Parties
        will appoint an independent third party to administer the Draft (the
“Draft
        Administrator”).
        If
        the Parties fail to mutually agree on the Draft Administrator within fifteen
        (15) days, Deloitte & Touche shall be appointed the Draft Administrator by
        written request of either Party. Within fifteen (15) days after the appointment
        of the Draft Administrator, each of the Parties or their respective Relatives
        that are Members under the Applicable Joint Venture Agreement, as appropriate,
        may submit a written bid to the Draft Administrator for the right to select
        the
        first Facility to be acquired in the Draft under this Section 5.4, unless
        the
        right to select the first Facility has been designated pursuant to Section
        5.4(C) or either of the last two 

       

      
        
          
          

        

        
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      sentences
        of this paragraph (B). Such bid shall be a binding, irrevocable offer to
        pay in
        cash to the
        Applicable Joint Ventures as a fee for participating in the Draft
        a sum
        specified by the bidding Party or such bidding Party’s Relative in the bid for
        the right to select the first Facility in the Draft,
        such
        sum to be allocated among the Applicable Joint Ventures in proportion to
        the
        aggregate Capital Contribution Balances under the Applicable Joint Venture
        Agreement of all Members under the Applicable Joint Venture Agreement of
        the
        Applicable Joint Ventures.
        The
        Draft Administrator shall hold such bids in confidence until the earlier
        of
        receipt of bids from both Parties or their respective Relatives that are
        Members
        under the Applicable Joint Venture Agreement, as appropriate, and the end
        of
        such fifteen (15)-day period, whereupon the Draft Administrator shall announce
        to the Parties which Person submitted the highest bid on a timely basis in
        accordance with the provisions hereof (the “First Drafter”).
        The
        First Drafter shall pay the amount of its bid within ten (10) days thereafter
        by
        wire transfer of immediately available funds. If no bids are timely submitted
        in
        accordance with the provisions hereof, the Draft Administrator shall designate
        by lot the Party who shall become the First Drafter. Notwithstanding the
        foregoing, in the event of a Metric Event described in Section 4.2(C) after
        the
        fifth anniversary of the Effective Date, the Party or its Relative, as
        appropriate, who did not elect for the Critical Deadlock to be a Liquidating
        Event or Triggering Event, as applicable, shall be the First Drafter without
        any
        requirement to bid therefor. Notwithstanding the foregoing, if at the time
        of a
        Liquidating Event or Triggering Event, as applicable, a Party’s Economic
        Interest is above [***] percent ([***]%), that Party or its Relative, as
        appropriate, will be the First Drafter without any requirement to bid therefor
        and will also get [***], with the other Party or its Relative, as appropriate,
        having the [***] and, notwithstanding anything to the contrary in Section
        5.4(D), [***] between the Parties and their Relatives, as appropriate, [***]
        (for the Party whose Economic Interest is above [***] percent ([***]%)) to
        one
        (for the Party whose Economic Interest is below [***] percent ([***]%)) basis
        (except that, if there are only [***] Remaining Facilities after a [***],
        the
        [***] in that next [***] will be [***] to [***]).

       

      (C)  Notwithstanding
        anything to the contrary in Sections 5.2 and 5.3 and this Section 5.4, in
        the
        event of a Liquidating Event or Triggering Event, as applicable, described
        in
        Section 13.1(A)(7)(ii) under any Applicable Joint Venture Agreement, the
        Party
        or its Relative, as appropriate, electing under such Section to wind up the
        Applicable Joint Venture on the occurrence of a U.S. Member Change of Control
        or
        a Member Change of Control under such Applicable Joint Venture Agreement
        shall
        be the First Drafter (or may designate its Relative to be the First Drafter,
        if
        appropriate) without any requirement to bid therefor, Sections 5.2 and 5.3
        shall
        not be effective, and the [***] and its Associated Assets and the [***] (if
        it
        is an Operational Fab) and its Associated Assets under the Applicable Joint
        Venture Agreement shall be deemed to be included in the Remaining Facilities
        for
        purposes of the draft contemplated by this Section 5.4.

       

      (D)  Within
        [***] ([***]) days after the date (the “Draft
        Commencement Date”)
        on
        which the Draft Administrator announces the identity of the First Drafter,
        the
        First Drafter may (but shall not be obligated to) select for purchase a [***]
        or
        the equity of a Facilities Company that owns or leases [***] by written notice
        to the Applicable Joint Venture and the other Party (the “Second
        Drafter”).
        After
        such [***] ([***])-day period expires, but within [***] ([***]) days after
        the
        Draft Commencement Date, the Second Drafter may or may cause its Relative
        to, as
        appropriate, (but shall not be obligated to) select for purchase a [***]
        or the
        equity of a Facilities Company that owns or leases [***] (other than that
        selected previously by the First 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Drafter)
        by written notice to the Applicable Joint Venture and the other Party. If
        there
        are [***] after the [***] selections by the First Drafter and the Second
        Drafter, then after such [***] ([***])-day period expires, but within [***]
        ([***]) days after the Draft Commencement Date, the First Drafter may or
        may
        cause its Relative to, as appropriate, (but shall not be obligated to) select
        for purchase a [***] or the equity of a Facilities Company that owns or leases
        only [***] in the Draft. After such [***] ([***])-day period expires, but
        within
        [***] ([***]) days after the Draft Commencement Date, the Second Drafter
        may or
        may cause its Relative to, as appropriate, (but shall not be obligated to)
        select for purchase a [***] or the equity of a Facilities Company that owns
        or
        leases [***] in the Draft. After the foregoing [***], the Draft shall [***]
        in
        the foregoing manner until (1) [***] in the Draft, (2) there [***], or (3)
        neither Party wishes to [***].

       

      5.5  Auction
        of Single Remaining Facility.
        If
        (1) there is only a single Remaining Facility (and therefore no Draft has
        occurred) or (2) after the final round of picks in the Draft under Section
        5.4(D) there remains without a pick only a single Remaining Facility, each
        Party
        may submit or may cause its Relatives to submit, as appropriate, an irrevocable,
        binding written offer (a “Remaining
        Facility Purchase Offer”)
        to
        purchase the Remaining Facility or the equity of the Facilities Company that
        owns or leases only such Remaining Facility. Such offer shall be submitted
        to
        the Draft Administrator within thirty (30) days after the Draft Commencement
        Date (in the case of an auction under clause (1) above) or thirty (30) days
        after the last pick was permitted to be submitted in the Draft (in the case
        of
        an auction under clause (2) above). Immediately after the end of such thirty
        (30) day period, the Draft Administrator shall announce the winning
        bid.

       

      5.6  Closing
        of Purchases.
        The
        closing of any purchase to be made under a Purchase Option shall each take
        place
        as soon as reasonably practicable (but in no event later than one-hundred
        twenty
        (120) calendar days) following the last to occur of the expiration of any
        of the
        Micron [***] Purchase Option, the Intel Purchase Option, the Micron Purchase
        Option or
        a
        Remaining Facility Purchase Offer, the completion of the Draft and the
        expiration of the thirty (30) day period contemplated by Section 5.5. The
        closing of any such Purchase Option shall take place at the principal office
        of
        the Applicable Joint Venture that owns or leases the relevant Facility, or
        at
        such other time and location as the Parties or their Relatives, as appropriate,
        may mutually determine. At the closing of the Purchase Options, the applicable
        assets, rights or equity interest, as applicable, shall be conveyed, assigned
        or
        otherwise transferred to the Party purchasing such assets, rights or equity
        (or
        such Party’s designee), free and clear of any liens and encumbrances other than
        liens securing indebtedness exclusively associated with the applicable Fab,
        and
        each Party (or such Party’s designee) shall pay the Applicable Joint Venture the
        purchase price for the assets, rights or equity it is purchasing from such
        Applicable Joint Ventures by wire transfer of immediately available funds
        and
        such Applicable Joint Venture shall deliver to each Party (or such Party’s
        designee) such instrument(s) of conveyance as the purchasing Party (or such
        Party’s designee) reasonably requests. For purposes hereof, the term
“Purchase
        Options”
shall
        mean any purchase made under Section 5.4 and the Micron [***] Purchase
        Option, the Intel Purchase Option, the Micron Purchase Option and
        any
        Remaining Facility Purchase Offer.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      ARTICLE
        6. 

      FORMATION
        OF ADDITIONAL ENTITIES

       

      6.1  Formation
        of Foreign Facilities Company.
        The
        Parties anticipate that each new Facility that is to be developed by the
        Parties
        or any of their Affiliates and that is to be located outside the United States
        and outside of Singapore will be held in a separate entity (each, a
“Foreign
        Facilities Company”)
        as the
        Parties shall mutually determine in good faith. If the Parties fail to agree
        as
        to the type of entity that will act as a Foreign Facilities Company with
        respect
        to a Facility, then such Foreign Facilities Company shall be organized as
        an
        entity (1) that is formed under the laws of the jurisdiction in which the
        Facility is located, (2) that, to the extent permitted under the laws of
        such
        jurisdiction, shall be an “eligible entity” as defined in United States Treasury
        Regulation 301.7701-3(a), (3) that elects to be treated as a partnership
        for
        United States federal income tax purposes, (4) in which each Party’s interest in
        such Foreign Facilities Company is owned by a direct or indirect Wholly-Owned
        Subsidiary of such Party (the “Foreign
        Facilities Company Member”)
        formed
        in the jurisdiction in which the Foreign Facilities Company is formed (unless
        both Parties consent to have such interest owned by an entity formed in another
        jurisdiction), and (5) that will sell Joint Venture Product to the Foreign
        Facilities Company Members using pricing methodology and terms comparable
        to the
        pricing methodology and terms applicable to sales of Joint Venture Product
        by
        the U.S. Joint Venture Company to the U.S. Members. If the immediately preceding
        sentence applies to a Foreign Facilities Company, further transfers of Joint
        Venture Product between each Foreign Facilities Company Member and its
        Affiliates shall be structured in a manner that both Parties reasonably and
        in
        good faith agree will maximize in a commercially reasonable manner and without
        undue tax risk (including tax risks unrelated to the Foreign Facilities Company)
        the benefits of owning the applicable Facility in the jurisdiction in which
        the
        Foreign Facilities Company is formed. The Parties agree that the charter
        and
        other organizational documents of each Foreign Facilities Company and all
        contractual and other arrangements between any Applicable Joint Venture and
        such
        Foreign Facilities Company, and between the Parties or their Affiliates and
        such
        Foreign Facilities Company, shall have such terms and conditions as shall
        be
        necessary to achieve the purposes of the Parties in entering into this Agreement
        and the Applicable Joint Venture Agreements, viewed in the aggregate. The
        Parties further agree that the charter, organizational documents, contractual
        and other arrangements of the Foreign Facilities Company shall, [***], provide
        [***] (including with respect to [***])[***]; provided,
        however,
        that at
        the option of Intel, Intel may contribute additional funds to the capital
        of
        such Foreign Facilities Company so that Intel shall own [***]% and Micron
        [***]%
        of the shares or other ownership interests of such Foreign Facilities
        Company.

       

      ARTICLE
        7.

      DEFAULT

       

      7.1  Event
        of Default.

       

      (A)  An
        “Event
        of Default”
shall
        occur if a Party (the “Defaulting
        Party”)
        fails
        to perform any material obligation under this Agreement.

       

      (B)  Upon
        the
        occurrence of an Event of Default, the other Party (the “Non-Defaulting
        Party”)
        shall
        have the right to deliver to the Defaulting Party notice (a “Notice
        of 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      Default”).
        The
        Notice of Default shall set forth the nature of the obligations that the
        Defaulting Party has failed to perform. If the Defaulting Party fails to
        cure
        the Event of Default within the Cure Period, the Non-Defaulting Party may
        take
        any of the actions set forth in Section 7.1(C). For purposes hereof,
“Cure
        Period”
means
        a
        period commencing on the date that the Notice of Default is provided by the
        Non-Defaulting Party and ending (i) thirty (30) days after Notice of
        Default is so provided, or (ii) in the case of any obligation (other than
        an obligation to pay money) which cannot reasonably be cured within such
        thirty
        (30) day period, such longer period not to exceed one hundred twenty (120)
        days
        after the Notice of Default as is necessary to effect a cure of the Event
        of
        Default, so long as the Defaulting Party diligently attempts to effect a
        cure
        throughout such period.

       

      (C)  Upon
        the
        occurrence of an Event of Default and the expiration of the Cure Period set
        forth in Section 7.1(B), the Non-Defaulting Party may pursue all legal and
        equitable rights and remedies against the Defaulting Party available to it
        (subject to any limitations in this Agreement). The Defaulting Party shall
        pay
        all costs, including attorneys’ fees, incurred by the other Member in pursuing
        such legal remedies.

       

      7.2  Specific
        Performance.
        The
        Parties agree that irreparable damage will result if this Agreement is not
        performed in accordance with its terms, and the parties agree that any damages
        available at law for a breach of this Agreement would not be an adequate
        remedy.
        Therefore, the provisions hereof and the obligations of the Parties hereunder
        shall be enforceable in a court of equity, or other tribunal with jurisdiction,
        by a decree of specific performance, and appropriate preliminary or permanent
        injunctive relief may be applied for and granted in connection therewith.
        Except
        as otherwise limited by this Agreement, such remedies and all other remedies
        provided for in this Agreement shall, however, be cumulative and not exclusive
        and shall be in addition to any other remedies that a party may have under
        this
        Agreement; provided,
        however,
        that in
        no event shall a dissolution of an Applicable Joint Venture be permitted
        or
        occur as the result of a breach of this Agreement unless such dissolution
        is
        permitted under the terms and provisions of Section 13.1(A) of such Applicable
        Joint Venture Agreement.

       

      ARTICLE
        8. 

      MISCELLANEOUS
        PROVISIONS

       

      8.1  Notices.
        All
        notices to any Applicable Joint Venture shall be sent addressed to the
        Authorized Officers under the Applicable Joint Venture Agreement, or the
        Chief
        Executive Officer under the Applicable Joint Venture Agreement, or the Site
        Manager under the Applicable Joint Venture Agreement, as applicable, at the
        Applicable Joint Venture’s principal place of business. All notices to a Party
        shall be sent addressed to such Party at the address as may be specified
        by the
        Party from time to time in a notice to the other Party, provided
        that the
        initial notice address for each Party is as follows:

       

      (A)  if
        to
        Intel:

       

      Intel
        Corporation

      2200
        Mission College Blvd.

      Mailstop
        SC4-203

      Santa
        Clara, CA 95054

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      Attention:
        General Counsel

      Facsimile:
        (408) 653-8050

      


      with
        a
        copy to:

       

      Intel
        Corporation

      2200
        Mission College Blvd.

      Mailstop
        RN6-46

      Santa
        Clara, CA 95054

      Attention:
        [***]

      Facsimile:
        [***]

      


      (B)  if
        to
        Micron:

       

      Micron
        Technology, Inc.

      8000
        S.
        Federal Way

      Mail
        Stop
        1-507

      Boise,
        ID
        83716

      Attn:
        General Counsel

      Facsimile:
        (208) 368-4537

      


      All
        notices are effective the next day, if sent by recognized overnight courier
        or
        facsimile, or five (5) days after deposit in the United States mail, postage
        prepaid, properly addressed and return receipt requested.

       

      8.2  Waiver.
        The
        failure at any time of a Party to require performance by any other Party
        of any
        responsibility or obligation required by this Agreement shall in no way affect
        a
        Party’s right to require such performance at any time thereafter, nor shall the
        waiver by a Party of a breach of any provision of this Agreement by any other
        Party constitute a waiver of any other breach of the same or any other provision
        nor constitute a waiver of the responsibility or obligation itself.

       

      8.3  Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the successors
        and
        permitted assigns of each party hereto. Except as otherwise specifically
        provided in this Agreement, neither this Agreement nor any right or obligation
        hereunder may be assigned or delegated in whole or in part to any other
        Person.

       

      8.4  Third
        Party Rights.
        Nothing
        in this Agreement, whether express or implied, is intended or shall be construed
        to confer, directly or indirectly, upon or give to any Person other than
        the
        Parties any legal or equitable right, remedy or claim under or in respect
        of
        this Agreement or any covenant, condition or other provision contained
        herein.

       

      8.5  Choice
        of Law.
        This
        Agreement shall be construed and enforced in accordance with and governed
        by the
        laws of the State of Delaware, without giving effect to the principles of
        conflict of laws thereof.

       

      8.6  Headings.
        The
        headings of the Articles and Sections in this Agreement are provided for
        convenience of reference only and shall not be deemed to constitute a part
        hereof.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      8.7  Entire
        Agreement.
        This
        Agreement, together with the Appendices, Exhibits and Schedules hereto and
        the
        agreements (including the Confidentiality Agreement) and instruments expressly
        provided for herein, constitute the entire agreement of the parties hereto
        with
        respect to the subject matter hereof and supersede all prior agreements and
        understandings, oral and written, among the parties hereto with respect to
        the
        subject matter hereof.

       

      8.8  Severability.
        Should
        any provision of this Agreement be deemed in contradiction with the laws
        of any
        jurisdiction in which it is to be performed or unenforceable for any reason,
        such provision shall be deemed null and void, but this Agreement shall remain
        in
        full force in all other respects. Should any provision of this Agreement
        be or
        become ineffective because of changes in Applicable Law or interpretations
        thereof, or should this Agreement fail to include a provision that is required
        as a matter of law, the validity of the other provisions of this Agreement
        shall
        not be affected thereby. If such circumstances arise, the Parties hereto
        shall
        negotiate in good faith appropriate modifications to this Agreement to reflect
        those changes that are required by Applicable Law.

       

      8.9  Counterparts.
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original, but all of which together shall constitute one and the same
        instrument.

       

      8.10  Further
        Assurances.
        Each
        Party shall execute such deeds, assignments, endorsements, evidences of transfer
        and other instruments and documents and shall give such further assurances
        as
        shall be necessary to perform such Party’s obligations hereunder. The
        obligations of the Parties set forth in this Section 8.10 shall survive the
        termination of this Agreement.

       

      8.11  Consequential
        Damages.
        No
        Party shall be liable to any other Party under any legal theory for indirect,
        special, incidental, consequential or punitive damages, or any damages for
        loss
        of profits, revenue or business, even if such party has been advised of the
        possibility of such damages.

       

      8.12  Jurisdiction;
        Venue.
        Any
        suit,
        action or proceeding seeking to enforce any provision of, or based on any
        matter
        arising out of or in connection with, this Agreement shall be brought in
        a state
        or federal court located in Delaware and each of the Parties to this Agreement
        hereby consents and submits to the exclusive jurisdiction of such courts
        (and of
        the appropriate appellate courts therefrom) in any such suit, action or
        proceeding and irrevocably waives, to the fullest extent permitted by Applicable
        Law,
        any
        objection which it may now or hereafter have to the laying of the venue of
        any
        such suit, action or proceeding in any such court or that any such suit,
        action
        or proceeding which is brought in any such court has been brought in an
        inconvenient forum. Process in any such suit, action or proceeding may be
        served
        on any Party anywhere in the world, whether within or without the jurisdiction
        of any such court.

       

      8.13  Confidential
        Information.

       

      (A)  The
        Parties shall abide by the terms of that certain Mutual Confidentiality
        Agreement between Micron, Intel and the U.S. Joint Venture Company dated
        as of
        the Effective Date, and as may be amended or replaced from time to time (the
        “Confidentiality
        Agreement”),
        

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      which
        agreement is incorporated herein by reference with respect to the Applicable
        Joint Ventures, their Subsidiaries and the Facilities Companies and the
        activities of the Applicable Joint Ventures, their Subsidiaries and the
        Facilities Companies. The Parties agree that the Confidentiality Agreement
        shall
        govern the confidentiality and non-disclosure obligations between the Parties
        respecting the information provided or disclosed pursuant to this Agreement
        as
        such information relates to the Applicable Joint Ventures, their Subsidiaries
        and the Facilities Companies and their activities.

       

      (B)  If
        the
        Confidentiality Agreement is terminated or expires and is not replaced, such
        Confidentiality Agreement shall continue with respect to confidential
        information provided in connection with this Agreement, notwithstanding such
        expiration or termination, for the duration of the term of this Agreement
        or
        until a new Confidentiality Agreement is entered into between the Parties.
        To
        the extent there is a conflict between this Agreement and the Confidentiality
        Agreement, the terms of this Agreement shall control.

       

      (C)  The
        terms
        and conditions of this Agreement shall be considered “Confidential
        Information”
under
        the Confidentiality Agreement for which each of Micron and Intel is considered
        a
“Receiving Party” under such Confidentiality Agreement.

       

      8.14  Reimbursement
        of Singapore Joint Venture Company Start-Up Costs.
        The
        Parties shall cause their respective Relatives that are Singapore Members
        to
        cause the Singapore Joint Venture Company to reimburse the U.S. Joint Venture
        Company for all costs and expenses incurred by the U.S. Joint Venture Company
        in
        connection with the formation of the Singapore Joint Venture Company and
        the
        planning for and start-up of the [***].

       

      8.15  Dispute
        Resolution.

       

      (A)  All
        disputes between the Parties over a purported breach of this Agreement (each,
        a
“Dispute”),
        shall
        be resolved as follows: the Parties shall first submit the matter to the
        chief
        executive officers (or other senior executive officers) of each of the Parties
        by providing notice of the Dispute to the Parties. The chief executive officers
        (or other senior executives officers) shall then make a good faith effort
        to
        resolve the Dispute. If they are unable to resolve the Dispute within [***]
        of
        receiving notice of the Dispute (during which [***] period, the chief executive
        officers (or other senior executive officers) shall seek in good faith to
        hold
        at least [***] at which they shall make a good faith effort to resolve the
        Dispute), then a civil action with respect to the Dispute may be commenced,
        but
        only after the matter has been submitted to JAMS for mediation as contemplated
        by Section 8.15(B).

       

      (B)  If
        there
        is a Dispute, either Party may commence mediation by providing to JAMS and
        the
        other Party a written request for mediation, setting forth the subject of
        the
        Dispute and the relief requested. The Party will cooperate with JAMS and
        with
        one another in selecting a mediator from JAMS panel of neutrals, and in the
        scheduling the mediation proceedings. The Parties covenant that they will
        participate in the mediation in good faith, and that they will share equally
        in
        its costs. All offers, promises, conduct and statements, whether oral or
        written, made in the course of the mediation by any of the Parties, their
        agents, employees, experts and attorneys, and by the mediator and any JAMS
        employees, are confidential, privileged and inadmissible for any purpose,
        including impeachment, in any 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      litigation
        or other proceeding involving the Parties, provided
        that
        evidence that is otherwise admissible or discoverable shall not be rendered
        inadmissible or non-discoverable as a result of its use in the mediation.
        Either
        Party may seek equitable relief prior to the mediation to preserve the status
        quo pending the completion of that process. Except for such an action to
        obtain
        equitable relief, neither Member may commence a civil action with respect
        to a
        Dispute until after the completion of the initial mediation session, or [***]
        after the date of filing the written request for mediation, whichever occurs
        first. Mediation may continue after the commencement of a civil action, if
        the
        Parties so desire. The provisions of this Section may be enforced by any
        court
        of competent jurisdiction, and the Party seeking enforcement shall be entitled
        to an award of all costs, fees and expenses, including attorneys’ fees, to be
        paid by the Party against whom enforcement is ordered.

       

      8.16  Certain
        Matters.

       

      (A)  Intel
        Matter or Intel Singapore Matter.
        If a
        Deadlock occurs under any Applicable Joint Venture Agreement with respect
        to an
        Intel Matter or Intel Singapore Matter, the Parties shall, or shall cause
        their
        respective Relatives to, as applicable, resolve such Intel Matter or Intel
        Singapore Matter in the manner specified by the Authorized Representative
        of
        Intel or Intel Singapore, as applicable, provided
        that
        Intel and its Relatives have contributed [***] under all of the Applicable
        Joint
        Venture Agreements of [***] Capital Contributions under Article 2 of such
        Applicable Joint Venture Agreements prior to and including the date of such
        resolution.

       

      (B)  Micron
        Matter or Micron Singapore Matter.
        If a
        Deadlock occurs under any Applicable Joint Venture Agreement with respect
        to a
        Micron Matter or Micron Singapore Matter at any time [***], the Parties shall,
        or shall cause their respective Relatives to, as applicable, resolve such
        Micron
        Matter or Micron Singapore Matter in the manner specified by the Authorized
        Representative of Micron or Micron Singapore, as applicable, provided
        that
        Micron and its Relatives, have contributed [***] under all of the Applicable
        Joint Venture Agreements of [***] Capital Contributions under Article 2 of
        such
        Applicable Joint Venture Agreements prior to and including the date of such
        resolution (for purposes of this Section, a Shortfall Amount under any such
        Applicable Joint Venture Agreement caused by Micron or any of its Relatives,
        as
        appropriate, shall be deemed to have been contributed by Micron or its
        Relatives, as appropriate, if a Mandatory Shortfall Note under such Applicable
        Joint Venture Agreement in respect of such Shortfall Amount under the Applicable
        Joint Venture Agreement is outstanding and has been outstanding for less
        than
        eighteen (18) months). In no event shall Micron or Intel permit, or allow
        their
        respective Relatives to permit, the location selection or incentive negotiation
        with respect to the Next Eligible Fab to occur [***] without the unanimous
        approval of the Board of Managers of the Applicable Joint Venture under Section
        6.3 of the Applicable Joint Venture Agreement.

       

      8.17  Authorized
        Representatives and Senior Authorized Representatives.

       

      (A)  The
        Parties agree, and shall cause their respective Relatives to agree, that,
        for
        the purposes of Article 17 of any Applicable Joint Venture Agreement, the
        term
“Authorized
        Representative”
shall
        mean, with respect to any Intel Member, the general manager of Intel’s


       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      memory
        products group and, with respect to any Micron Member, the general manager
        of
        Micron’s memory products group.

       

      (B)  The
        Parties agree, and shall cause their respective Relatives to agree, that,
        for
        the purposes of Article 17 of any Applicable Joint Venture Agreement, the
        term
“Senior
        Authorized Representative”
shall
        mean, with respect to any Intel Member, the principal executive officer of
        Intel
        and, with respect to any Micron Member, the principal executive officer of
        Micron.

       

      8.18  Certain
        Interpretive Matters.
        

       

      (A)  Unless
        the context requires otherwise, (i) all references to Sections, Articles,
        Appendices or Schedules are to Sections, Articles, Appendices or Schedules
        of or
        to this Agreement, (ii) each of the Schedules will apply only to the
        corresponding Section or subsection of this Agreement, (iii) each
        accounting term not otherwise defined in this Agreement has the meaning commonly
        applied to it in accordance with GAAP, except as modified by the definition
        of
“Modified GAAP,” (iv) words in the singular include the plural and vice
        versa, (v) the term “including”
means
        “including without limitation,” and (vi) the terms “herein,”
        “hereof,”
        “hereunder”
and
        words of similar import shall mean references to this Agreement as a whole
        and
        not to any individual section or portion hereof. All references to “$”
or
        dollar amounts will be to lawful currency of the United States of America.
        All
        references to “$”
or
        dollar amounts, or “%”
or
        percent or percentages, shall be to precise amounts and not rounded up or
        down.
        All references to “day”
or
        “days”
will
        mean calendar days.

       

      (B)  No
        provision of this Agreement will be interpreted in favor of, or against,
        any of
        the Parties by reason of the extent to which any such Party or its counsel
        participated in the drafting thereof or by reason of the extent to which
        any
        such provision is inconsistent with any prior draft of this Agreement or
        such
        provision.

       

      


       

      


       

      



      
        
          
          

          
          

        

        
          16

          
            

          

        

        
          
          

          
          

        

      


      Intel/Micron
        Confidential



      IN
        WITNESS WHEREOF, the undersigned being the Parties to this Omnibus Agreement
        have executed this Agreement as of the date and year first above
        written.

       

      


       

      
        	
                INTEL
                  CORPORATION

                 

                 

                By:
                  _/s/ Ravi Jacob_____________ 

                 

                Name:
                  __Ravi Jacob____________  

                 

                Title:
                    Vice
                  President FES, Treasurer

              
	 
	 
	
                MICRON
                  TECHNOLOGY, INC.

                 

                 

                By:
                  __/s/ W.G. Stover, Jr._______ 

                 

                Name:
                  _W.G. Stover, Jr.________  

                 

                Title:
                   V.P.
                  of Finance and CFO___ 

              


      

      


      


      


       

      


       

      THIS
        IS THE SIGNATURE PAGE FOR THE

      OMNIBUS
        AGREEMENT

      ENTERED
        INTO BY AND BETWEEN

      INTEL
        CORPORATION AND MICRON TECHNOLOGY, INC.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

       

      DEFINITIONS

       

      “[***]%
        Dissolution Right”
shall
        have the meaning set forth in Section 4.3 of this Agreement.

       

      “[***]%
        Purchase Right”
shall
        have the meaning set forth in Section 3.2 of this Agreement.

       

      “Actual
        Performance Projection”
for
        an
        Applicable Joint Venture shall mean, with respect to either the number of
        [***]
        or [***] for any given [***] Fiscal Quarter, a projection thereof derived
        by
        [***], or the [***], such Applicable Joint Venture and its Subsidiaries for
        the
        most recent [***] (whether or not such [***] Fiscal Quarters are consecutive
        [***] Fiscal Quarters) in which there was not an Operating Metric Event;
        provided,
        however,
        that
        if, prior to such [***] Fiscal Quarter, [***], there [***] Actual Performance
        Projection and the provisions of paragraph (B)(1)(c) and (B)(2)(c) of the
        definition of Applicable Projection [***].

       

      “Affiliate”
means
        a
        Person that directly, or indirectly through one or more intermediaries,
        controls, or is controlled by, or is under common control with, the Person
        specified.

       

      “Aggregate
        Applicable Projection”
means
        (i) with respect to a number of [***], the [***] of the Applicable Projections
        for all of the Applicable Joint Ventures and (ii) with respect to a [***],
        the
        [***] for all of the Applicable Joint Ventures.

       

      “Aggregate
        Committed Capital”
        means,
        for a Party, on a given date, the sum of (1) the aggregate amount of the
        Committed Capital of such Party under all Applicable Joint Venture Agreements
        on
        such date, and (2) the aggregate amount of the Committed Capital of such
        Party’s
        Relatives under all Applicable Joint Venture Agreements on such date.

       

      “Agreement”
shall
        have the meaning set forth in the preamble of this Agreement.

       

      “Applicable
        Joint Venture”
or
        “Applicable
        Joint Ventures”
means
        the entities listed on Schedule
        1,
        as such
        Schedule may be amended from time to time by the unanimous written agreement
        of
        the Parties.

       

      “Applicable
        Joint Venture Agreements”
means
        the agreements listed on Schedule
        1,
        as such
        Schedule may be amended from time to time by the unanimous written agreement
        of
        the Parties.

       

      “Applicable
        Law”
means
        any laws, statutes, rules, regulations, ordinances, orders, codes, arbitration
        awards, judgments, decrees or other legal requirements of any Governmental
        Entity (as defined under any Applicable Joint Venture Agreement).

       

      “Applicable
        Percentage”
shall
        be [***]% with respect to any [***] Fiscal Quarter ending on or prior to
        the
        Transition Date and [***]% thereafter.

       

      
        
          
          

        

        
          Appendix
            A-1

          
            

          

        

        
          
          

        

      

      “Applicable
        Projection”
for
        an
        Applicable Joint Venture with respect to any [***] Fiscal Quarter
        means:

       

      (A)  if
        the
        Approved Business Plan under the Applicable Joint Venture Agreement for such
        Applicable Joint Venture for such [***] Fiscal Quarter is an Undisputed Approved
        Business Plan, the projection set forth in such Undisputed Approved Business
        Plan under such Applicable Joint Venture Agreement; and

       

      (B)  if
        the
        Approved Business Plan under the Applicable Joint Venture Agreement for such
        Applicable Joint Venture for such [***] Fiscal Quarter is a Disputed Approved
        Business Plan under such Applicable Joint Venture Agreement, the projection
        determined as follows:

       

      (1)  in
        the
        case of the projection of [***], the Applicable Projection shall be
        [***]:

       

      (a)  the
        [***]
        Undisputed Approved Business Plan under such Applicable Joint Venture Agreement
        (including, in the case of any [***] Fiscal Quarter [***]), if there is an
        Undisputed Approved Business Plan under such Applicable Joint Venture Agreement
        originally submitted for a prior year, but which included a projection that
        covered such [***] Fiscal Quarter,

       

      (b)  the
        [***]
        Disputed
        Approved Business Plan
        under
        such Applicable Joint Venture Agreement
        ([***]),
        and

       

      (c)  the
        [***]; provided,
        however,
        that
        this clause (c) shall not apply with respect to [***], if the U.S. Joint
        Venture
        Company and any of the Applicable Joint Ventures has [***] set forth in [***]
        prior to the date of determination and [***];

       

      (2)  in
        the
        case of the projection of [***], the Applicable Projection shall be
        [***]:

       

      (a)  the
        weighted average cost [***] Undisputed Approved Business Plan under such
        Applicable Joint Venture Agreement (including, in the case of any [***] Fiscal
        Quarter [***]), if there is an Undisputed Approved Business Plan under such
        Applicable Joint Venture Agreement originally submitted for a prior year,
        but
        which included a projection that covered such [***] Fiscal Quarter,

       

      (b)  the
        weighted average cost [***] Disputed Approved Business Plan under such
        Applicable Joint Venture Agreement ([***]), and

       

      (c)  the
        weighted average cost [***].

       

      “Associated
        Assets”
means,
        with respect to any Fab, the Joint Venture Equipment (as defined in the
        Applicable Joint Venture Agreement relating to such Fab), inventory and other
        tangible personal property owned by the Applicable Joint Venture or any of
        its
        Subsidiaries and located at that Fab on the date of the Liquidating Event
        or
        Triggering Event, as applicable, or thereafter and all rights and obligations
        pursuant to contracts, permits, governmental approvals 

       

      
        
          
          

        

        
          Appendix
            A-2

          
            

          

        

        
          
          

        

      

      and
        governmental concessions and incentives associated with such Fab, Joint Venture
        Equipment (as defined in the Applicable Joint Venture Agreement relating
        to such
        Fab), inventory or other tangible personal property, including all liabilities
        exclusively associated with such Fab, except for assets sold or disposed
        of in
        any of the following transactions that occurs after the Liquidating Event
        or
        Triggering Event, as applicable: (a) the sale of inventory in the ordinary
        course; (b) the sale or other disposition of obsolete or surplus equipment
        or other assets to third parties in the ordinary course in arm’s-length
        transactions; and (c) the sale of any other asset with the approval of the
        Board of Managers under the Applicable Joint Venture Agreement. Any transfer
        of
        Associated Assets under this Agreement shall include the assumption by the
        transferee of the liabilities exclusively associated with such Fab.

       

      “Authorized
        Representative”
shall
        have the meaning set forth in Section 8.17(A) of this Agreement.

       

      “Balance
        Sheet Metric Event”
means,
        with respect to any given U.S. Fiscal Quarter, the occurrence of either of
        the
        following:

       

      (A)  any
        event, circumstance or occurrence ([***]) that the Parties [***] and that
        is of
        [***] and that causes the [***] of the Applicable Joint Ventures and their
        Subsidiaries, determined in accordance with [***],[***], to [***] over such
        [***] Fiscal Quarter [***] (excluding any [***] to Members under any Applicable
        Joint Venture Agreement); or

       

      (B)  any
        event, circumstance or occurrence ([***]) that the Parties [***] and that
        is of
        [***] and that causes the [***] of the Applicable Joint Ventures and their
        Subsidiaries, [***],[***], to [***], as of the end of such [***] Fiscal Quarter,
        [***] the Applicable Joint Ventures and their Subsidiaries projected in the
        currently-effective Approved Business Plans under the Applicable Joint Venture
        Agreements (excluding [***]).

       

      “Boise
        Supply Agreement”
means
        that certain agreement, dated as of the Effective Date, between Micron and
        the
        U.S. Joint Venture Company to supply products to the U.S. Joint Venture
        Company.

       

      “[***]
        Determination Date”
shall
        mean the [***] Determination Date.

       

      “[***]
        Value”
means
        with respect to any asset, property or entity, the “[***] Value” as defined in
        the relevant Applicable Joint Venture Agreement.

       

      “Confidentiality
        Agreement”
shall
        have the meaning set forth in Section 8.13(A) of this Agreement.

       

      “Conforming
        Wafer”
means
        a
        NAND Flash Memory Wafer with greater than [***] percent
        ([***]%) functional die, or that is otherwise accepted by a Member.

       

      “Critical
        Deadlock”
means
        an Omnibus Agreement Deadlock about how to address the circumstances giving
        rise
        to an Initial Operating Metric Event or a Balance Sheet Metric Event, provided
        that:

       

      
        
          
          

        

        
          Appendix
            A-3

          
            

          

        

        
          
          

        

      

      (A)  such
        Omnibus Agreement Deadlock (1) is not with respect to a Micron Matter or
        an
        Intel Matter, (2) is not with respect to a matter within the scope of the
        provisions of any of subsections (1) - (13) of Section 6.3(A),
        Section 6.3(B), Section 6.3(C) or Section 7.4 under any
        Applicable Joint Venture Agreement, and (3) does not relate to a proposal
        to
        require any Capital Contributions under any Applicable Joint Venture Agreement
        or Member Debt Financing under any Applicable Joint Venture
        Agreement;

       

      (B)  the
        Omnibus Agreement Deadlock about how to address the circumstances giving
        rise to
        such Initial Operating Metric Event or Balance Sheet Metric Event, as
        applicable, has not been resolved within [***] of the occurrence of such
        Omnibus
        Agreement Deadlock, as applicable; and

       

      (C)  with
        respect to an Omnibus Agreement Deadlock about how to address the circumstances
        giving rise to an Initial Operating Metric Event, there has not been a
        Subsequent Operating Metric Cure within the following [***] Fiscal Quarters
        after such Initial Operating Metric Event.

       

      “Cure
        Period”
shall
        have the meaning set forth in Section 7.1(B) of this Agreement.

       

      “Defaulting
        Party”
shall
        have the meaning set forth in Section 7.1(A) of this Agreement.

       

      “Dispute”
shall
        have the meaning set forth in Section 8.15(A) of this Agreement.

       

      “Dissolving
        Member Event”
shall
        mean any event, circumstance or occurrence, the proximate cause of which
        is an
        action taken by the Party (or a Relative or Affiliate of such Party) who
        has
        sent a notice pursuant to Section 4.2(A) or Section 4.2(C) that is sent after
        the occurrence of a Balance Sheet Metric Event. A Party shall not be deemed
        to
        have taken any action solely as a result of (a) the voting of the Managers
        under
        any Applicable Joint Venture Agreement appointed by such Party or such Party’s
        Relatives to the Board of Managers or the members of any committee appointed
        by
        such Party or such Party’s Relatives or (b) actions of any Seconded Employee
        under any Applicable Joint Venture Agreement, employee or officer of any
        Applicable Joint Venture (other than an action taken by any Seconded Employee
        under any Applicable Joint Venture Agreement at the specific direction of
        the
        Party or such Party’s Relative that employs him or her).

       

      “Domestic
        Facilities Company”
means
        a
        U.S. Facilities Company or a Domestic Facilities Company under any Applicable
        Joint Venture Agreement.

       

      “Draft”
shall
        have the meaning set forth in Section 5.4(A) of this Agreement.

       

      “Draft
        Administrator”
shall
        have the meaning set forth in Section 5.4(B) of this Agreement.

       

      “Draft
        Commencement Date”
shall
        have the meaning set forth in Section 5.4(D) of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-4

          
            

          

        

        
          
          

        

      

      “Economic
        Interest”
        means,
        for each Party, a percentage determined from time to time by dividing the
        Aggregate Committed Capital of such Party at the time of determination by
        the
        Aggregate Committed Capital of all Parties at the time of
        determination.

       

      “Effective
        Date”
shall
        mean January 6, 2006.

       

      “Election
        Notice”
shall
        have the meaning set forth in Section 4.2(B)(2) of this Agreement.

       

      “Event
        of Default”
shall
        have the meaning set forth in Section 7.1(A) of this Agreement.

       

      “Fab”
means
        a
“Fab” under any Applicable Joint Venture Agreement.

       

      “Fab
        Draft Period”
shall
        have the meaning set forth in Section 5.4(A) of this Agreement.

       

      “Facility”
means
        a
        Fab and its Associated Assets that are owned or leased by an Applicable Joint
        Venture or any Subsidiary of such Applicable Joint Venture.

       

      “Facilities
        Company”
means
        a
        Domestic Facilities Company or a Foreign Facilities Company.

       

      “First
        Drafter”
shall
        have the meaning set forth in Section 5.4(B) of this Agreement.

       

      “First
        Singapore Fab”
means
        the initial Fab that is, or is to be, located in Singapore and owned or leased
        by the Singapore Joint Venture Company as contemplated by the Singapore Initial
        Business Plan existing on the date of this Agreement.

       

      “Foreign
        Facilities Company”
shall
        have the meaning set forth in Section 6.1.

       

      “Foreign
        Facilities Company Member”
shall
        have the meaning set forth in Section 6.1.

       

      “GAAP”
means
        United States generally accepted accounting principles as in effect from
        time to
        time.

       

      “IMFS
        Agreement”
shall
        have the meaning set forth in the preamble of this Agreement.

       

      “IMFT
        Agreement”
shall
        have the meaning set forth in the preamble of this Agreement.

       

      “Initial
        Operating Metric Event”
means
        the occurrence of an Operating Metric Event during [***]. For purposes of
        this
        Agreement, any Initial Operating Metric Event shall be deemed to occur on
        the
        [***].

       

      “Intel”
shall
        have the meaning set forth in the preamble of this Agreement.

       

      “Intel
        Exercise Notice”
shall
        have the meaning set forth in Section 5.2(C) of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-5

          
            

          

        

        
          
          

        

      

      “Intel
        Matter”
or
        “Intel
        Singapore Matter”
means
        selecting the location for
        the
        [***] and negotiating all financial and property incentives with the applicable
        Governmental Authorities under the Applicable Joint Venture Agreement with
        respect to the [***].

       

      “Intel
        Member”
means
        Intel and any Relative of Intel that is a Member under any Applicable Joint
        Venture Agreement.

       

      “Intel
        Purchase Option”
shall
        have the meaning set forth in Section 5.2(C) of this Agreement.

       

      “Intel
        Singapore”
means
        Intel Technology Asia Pte Ltd, a private limited company organized under
        the
        laws of Singapore.

       

      “Joint
        Venture Products”
means
        “Joint Venture Products” under any Applicable Joint Venture
        Agreement.

       

      “Later
        Liquidating Event”
shall
        have the meaning set forth in Section 5.2(B) of this Agreement.

       

      “Lehi
        Fab”
means
        the Fab contemplated by the U.S. Initial Business Plan to be built out by
        the
        U.S. Joint Venture Company or one of its Subsidiaries at Lehi,
        Utah.

       

      “Liquidating
        Event”
means
        anything that is a “Liquidating Event” under any Applicable Joint Venture
        Agreement.

       

      “Majority
        Purchase Right”
shall
        have the meaning set forth in Section 3.1 of this Agreement.

       

      “Manufacturing
        Committee”
shall
        have the meaning set forth in Section 1.2(A) of this Agreement.

       

      “Master
        Agreement”
means
        that certain Master Agreement, by and between Intel and Micron, dated as
        of
        November 18, 2005.

       

      “Metric
        Event”
shall
        have the meaning set forth in Section 4.2 of this Agreement.

       

      “Micron”
shall
        have the meaning set forth in the preamble of this Agreement.

       

      “Micron
        Exercise Notice”
shall
        have the meaning set forth in Section 5.3(B) of this Agreement.

       

      “Micron
        Matter”
or
        “Micron
        Singapore Matter”
means
        selecting the location for
        the
        Next Eligible Fab and negotiating all financial and property incentives with
        the
        applicable Governmental Authorities under the Applicable Joint Venture Agreement
        with respect to the Next Eligible Fab.

       

      “Micron
        Member”
means
        Micron or its Relative that is a Member under the Applicable Joint Venture
        Agreement.

       

      
        
          
          

        

        
          Appendix
            A-6

          
            

          

        

        
          
          

        

      

      “Micron
        [***]
        Exercise Notice”
shall
        have the meaning set forth in Section 5.1A of this Agreement.

       

      “Micron
        [***]
        Purchase Option”
shall
        have the meaning set forth in Section 5.1A of this Agreement.

       

      “Micron
        Purchase Option”
shall
        have the meaning set forth in Section 5.3(B) of this
        Agreement.

       

      “Micron
        Singapore”
means
        Micron
        Semiconductor Asia Pte. Ltd.,
        a
        private limited company organized under the laws of Singapore.

       

      “Modified
        GAAP”
means
        United
        States generally accepted accounting principles as in effect from time to
        time,
        except that: (i) stock-related expenses (including stock options, restricted
        stock, stock appreciation rights, restricted stock units, stock purchase
        programs or any award based on equity of Micron or Intel) associated with
        the
        seconded individuals to an Applicable Joint Venture will not be recorded
        or
        disclosed in the financial statements of such Applicable Joint Venture; and
        (ii)
        the value of any asset contributed or otherwise transferred to an Applicable
        Joint Venture from a Member under the Applicable Joint Venture Agreement
        shall
        be the value as agreed upon by the Members under such Applicable Joint Venture
        Agreement at the time of the contribution or transfer, as applicable, and,
        if
        such asset is to be depreciated or amortized under GAAP, the useful life
        and
        method of depreciation or amortization for such assets shall be determined
        by
        applying the accounting policies used by the Applicable Joint Venture for
        like
        assets.

       

      “MTV
        Assets”
means
        the Associated Assets at the Fab located at the [***].

       

      “MTV
        Lease”
shall
        have the meaning ascribed to such term in the Master Agreement.

       

      “NAND
        Flash Memory Wafer”
shall
        have the meaning set forth in the IMFT Agreement.

       

      “[***]”
        means the first Fab that is, or is to be, owned or leased by an Applicable
        Joint
        Venture, any of its Subsidiaries or any Facilities Company that is not an
        Applicable Joint Venture other than the [***].

       

      “Non-Defaulting
        Party”
shall
        have the meaning set forth in Section 7.1(B) of this Agreement.

       

      “Notice
        of Default”
shall
        have the meaning set forth in Section 7.1(B) of this Agreement.

       

      “Omnibus
        Agreement Deadlock”
means
        the first day on which each of the following has occurred:

       

      (A) One
        Party
        shall have delivered to the other Party a notice stating that it has determined
        that there exists a disagreement among the Parties or their respective Relatives
        that are Members of any Applicable Joint Venture, as applicable, regarding
        a
        proposal from one Party 

       

       

      
        
          
          

        

        
          Appendix
            A-7

          
            

          

        

        
          
          

        

      

      or
        its Relative, as appropriate, about how to address the
        circumstances giving rise to an Initial Operating Metric Event or a Balance
        Sheet Metric Event (the “Initial
        Deadlock”).

       

      (B) For
        a
        period of [***]
        following the occurrence of an Initial Deadlock, the Parties shall, and shall
        cause their respective Relatives, as appropriate, to, seek in good faith
        to hold
        at least [***]
        at which
        they shall make a good faith effort to resolve the Initial Deadlock. To the
        extent practicable, the Parties shall, and shall cause their respective
        Relatives, as appropriate, to, seek to resolve the matter in a manner consistent
        with the Approved Business Plan of the relevant Applicable Joint Venture.
        The
        meetings shall be held at the time and place agreed to by the Parties, or
        if the
        Parties are unable to agree, at a time and place determined by the chief
        executive officers of the Parties on at least [***]
        written
        notice.

       

      (C) There
        exists a disagreement among the Parties or their respective Relatives that
        are
        Members of any Applicable Joint Venture, as applicable, regarding resolution
        of
        the Initial Deadlock following the expiration of the [***]
        period
        provided for in paragraph (B).

       

      “Operating
        Metric Event”
means,
        with respect to any [***] Fiscal Quarter, the occurrence of either of the
        following:

       

      (A)  the
        [***]
        the Applicable Joint Ventures and their Subsidiaries in such [***] Fiscal
        Quarter is [***] the Applicable Percentage [***] in the Aggregate Applicable
        Projection for such [***] Fiscal Quarter; or

       

      (B)  the
        [***]
        the Applicable Joint Ventures and their Subsidiaries in such [***] Fiscal
        Quarter is [***] the Applicable Percentage [***] in the Aggregate Applicable
        Projection for such [***] Fiscal Quarter.

       

      In
        comparing either the [***] or the [***] to the Aggregate Applicable Projection,
        as provided in subsections (A) and (B) above, [***] that are, or are to be,
        [***] the U.S. Joint Venture Company [***] shall be [***] (1) in [***] and
        (2)
        [***] the Aggregate Applicable Projection.

       

      “Operational
        Fab”
means
        a
        Fab that is an Operational Fab under any Applicable Joint Venture
        Agreement.

       

      “Party”
or
        “Parties”
shall
        have the meaning set forth in the preamble of this Agreement.

       

      “Person”
or
        “Persons”
means
        any natural person and any corporation, firm, partnership, trust, estate,
        limited liability company, or other entity resulting from any form of
        association.

       

      “Planning
        Subcommittee”
shall
        have the meaning set forth in Section 1.2(B) of this Agreement.

       

      “Premises”
shall
        have the meaning ascribed to such term in the [***].

       

      “Purchase
        Options”
shall
        have the meaning set forth in Section 5.6 of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-8

          
            

          

        

        
          
          

        

      

      “Relative”
or
        “Relatives”
means,
        with respect to each Party, the entities listed as such Member’s Relatives on
Schedule
        2,
        as such
        Schedule may be amended from to time by (i) the unanimous written agreement
        of
        the Parties or (ii) as necessary to reflect any transferee in a Transfer
        under
        any Applicable Joint Venture Agreement permitted by and in accordance with
        Section 12.2 of any of the Applicable Joint Venture Agreements; provided,
        however,
        that no
        Applicable Joint Venture will be deemed to be a Relative of either Party
        and no
        Person shall be deemed to be a Relative of itself. 

       

      “Remaining
        Facility”
shall
        have the meaning set forth in Section 5.4(A) of this Agreement.

       

      “Remaining
        Facility Purchase Offer”
shall
        have the meaning set forth in Section 5.5 of this Agreement.

       

      “Second
        Drafter”
shall
        have the meaning set forth in Section 5.4(D) of this Agreement.

       

      “Senior
        Authorized Representative”
shall
        have the meaning set forth in Section 8.17(B) of this Agreement.

       

      “Singapore
        Joint Venture Company”
means
        IM Flash Singapore, LLP.

       

      “Subsequent
        Operating Metric Cure”
means,
        with respect to any Initial Operating Metric Event, the [***] the Applicable
        Joint Ventures of [***] (a) which [***] at any [***], and (b) in which the
        Applicable Joint Ventures [***] Operating Metric Event (i.e.
        an
        Operating Metric Event described in subparagraph (A) of the definition of
        “Operating Metric Event” if the Initial Operating Metric Event occurred under
        subparagraph (A), and an Operating Metric Event described in subparagraph
        (B)
        thereof, if the Initial Operating Metric Event occurred under subparagraph
        (B))
        in either of [***].

       

      “Subsidiary”
means
        as to any Person, a corporation, partnership, limited liability company or
        other
        entity of which shares of stock or other ownership interests having ordinary
        voting power (other than stock or such other ownership interests having such
        power only by reason of the happening of a contingency) to elect a majority
        of
        the board of directors or other managers of such corporation, partnership
        or
        other entity are at the time owned, or the management of which is otherwise
        controlled, directly or indirectly through one or more intermediaries, or
        both,
        by such Person.

       

      “Transition
        Date”
        means
        the earlier of the [***] anniversary of the Effective Date and the date on
        which
        the [***] becomes an Operational Fab producing not less than [***] Wafer
        Starts
        per week.

       

      “Triggering
        Event”
means
        anything that is a Triggering Event under any Applicable Joint Venture
        Agreement.

       

      “U.S.
        Facilities Company”
shall
        have the meaning set forth in Section 16.1 of the IMFT Agreement.

       

      “Wafer”
means
        a
        silicon wafer.

       

      
        
          
          

        

        
          Appendix
            A-9

          
            

          

        

        
          
          

        

      

      “Wafer
        Start”
means
        the initial Wafer introduction to a process flow. When the context requires
        reference to a quantity of “Wafer Starts,” such term shall be expressed in 300
        millimeter diameter equivalents.

       

      “Wholly-Owned
        Subsidiary” of
        a
        Person means a Subsidiary, all of the shares of stock or other ownership
        interests of which are owned, directly or indirectly through one or more
        intermediaries, by such Person, other than a nominal number of shares or
        a
        nominal amount of other ownership interests issued in order to comply with
        requirements that such shares or interests be held by one or more other Persons,
        including requirements for directors’ qualifying shares or interests,
        requirements to have or maintain two or more stockholders or equity owners
        or
        other similar requirements.

       

      


      
        
          
          

        

        
          Appendix
            A-10

          
            

          

        

        

          APPENDIX
            B

           

           

          MANUFACTURING
            COMMITTEE

          


          Manufacturing
            Committee Charter

           

          A
            Manufacturing Committee and Planning Subcommittee are formed by the Parties
            to
            perform certain consultative functions in relation to, and to formulate
            recommendations for the coordination of production among, the Applicable
            Joint
            Ventures and their Members, as more particularly set forth herein. 

           

          A. Purpose
            and Functions of the Manufacturing Committee.

           

          The
            primary purpose of the Manufacturing Committee is to review certain proposed
            plans and actions and to formulate recommendations for the coordination
            of
            production among the Applicable Joint Ventures as specified herein. In
            addition,
            the Manufacturing Committee shall consult with the Members of the Applicable
            Joint Ventures concerning Product roadmap and loading, output and assembly
            and
            testing strategies. The Manufacturing Committee’s functions shall
            include:

           

          1. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the Applicable
            Joint
            Ventures, as appropriate, concerning the performance and projected performance
            of such Applicable Joint Venture against
            the Operating Plan under its Applicable Joint Venture Agreement and Performance
            Criteria (including projected cost, capacity, cycle-time, yield and quality)
            under such plan on a quarterly basis. 

           

          2. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the Applicable
            Joint
            Ventures, as appropriate,
            concerning proposed
            adjustments to the Probed Wafer Cost Forecast and the Projected Output
            Forecast,
            all as specified in the Approved Business Plan under any Applicable Joint
            Venture Agreement.

           

          3. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the Applicable
            Joint
            Ventures, as appropriate, of
            such
            Applicable Joint Venture’s monthly updates and reports of
            performance compared to the Operating Plan (including the Manufacturing
            Plan,
            Assembly Plan and Test Plan) under its Applicable Joint Venture Agreement
            and
            performance compared to the ramp plan. 

           

          4. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the Applicable
            Joint
            Ventures, as appropriate, concerning such Applicable Joint Venture’s quarterly
            update of the Operating Plan under its Applicable Joint Venture Agreement
            and
            its Proposed Loading Plan. 

           

          5. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the Applicable
            Joint
            Ventures, as appropriate, concerning such Applicable Joint Venture’s proposed
            Operating Plan (annually) under its Applicable Joint Venture Agreement,
            including but not limited to the Applicable Joint Venture’s proposed operating
            and capital expenditure plan.

           

          
            
              
              

            

            
              Appendix
                B-1

              
                

              

            

            
              
              

            

          

          6. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the applicable
            Joint
            Ventures, as appropriate, concerning such Applicable Joint Venture’s packaging,
            assembly and test strategy.

           

          7. Review
            and consultation with the respective Members under each of the Applicable
            Joint
            Venture Agreements and the respective Board of Managers of the applicable
            Joint
            Ventures, as appropriate, concerning such Applicable Joint Venture’s proposals
            for project related services and secondment. 

           

          8. Serve
            as
            an advice forum on best known methods and regarding manufacturing, assembly
            and
            testing process and operations, with the goal of improved production
            performance
            and ramp issue resolution.

           

          9. Review
            the reports, analyses, summaries and recommendations of the Planning
            Subcommittee and perform such other duties with respect to the Planning
            Subcommittee as specified herein.

           

          10. Such
            other functions as the Applicable Joint Venture and its Members may specify
            by
            written consent.

           

          B. Membership
            and Procedure.

           

          
            	 	
                    1.

                  	
                    Membership
                      on Manufacturing Committee.
                      

                  


          

           

          a. Number
            and Appointment of Manufacturing Committee Members.
            The
            Manufacturing Committee shall have eight (8) voting members, or such
            other
            number as the Parties may specify by written consent, and, in addition,
            non-voting members consisting of the members of the Planning Subcommittee
            designated from time to time in accordance with Section D.1.a. of this
            Manufacturing Committee Charter.
            The
            voting members shall be the U.S. Intel Executive Officer and the U.S.
            Micron
            Executive Officer, if any, with the remaining voting members being appointed
            one-half
            by
            Micron and one-half by Intel. Unless
            the Parties otherwise specify, the voting members of the Manufacturing
            Committee
            appointed by each Party shall include:

           

          
            	 	
                    1.

                  	
                    A
                      planning manager having factory tactical planning, loading
                      and scheduling
                      experience, including logistics;

                  


          

           

          
            	 	
                    2.

                  	
                    A
                      manufacturing finance officer or director or business officer;
                      and

                  


          

           

          
            	 	
                    3.

                  	
                    A
                      director with manufacturing, strategic factory capacity, materials,
                      purchasing and demand planning experience.


                  


          

           

          
            
              
              

            

            
              Appendix
                B-2

              
                

              

            

            
              
              

            

          

          The
            qualifications of any individual appointed by Intel or Micron to serve
            on the
            Manufacturing Committee shall be determined in the discretion of Intel
            or
            Micron, respectively. The
            initial voting members appointed by Intel and Micron to the Manufacturing
            Committee shall be named within thirty (30) days of the Effective Date.
            

           

          b. Removal
            and Vacancies.
            Each
            person having the right to appoint a member of the Manufacturing Committee
            in
            accordance with this Section shall also have the right, in its sole discretion,
            to remove such member at any time by delivery of written notice to the
            other
            person. Any vacancy on the Manufacturing Committee for any reason (including
            as
            a result of the death, resignation, retirement or removal pursuant to
            this
            Section of any member of the Manufacturing Committee) shall be filled
            by the
            person that appointed such member of the Manufacturing Committee. Unless
            a
            member of the Manufacturing Committee resigns, dies, retires or is removed
            in
            accordance with this Section, he or she shall hold office until a successor
            shall have been duly appointed by the appointing person.

           

          
            	 	
                    2.

                  	
                    Additional
                      Attendees at Manufacturing Committee Meetings.
                      The Chief Financial Officer and the Planning Manager of the
                      Applicable
                      Joint Ventures may attend meetings of the Manufacturing Committee,
                      but
                      shall not be deemed members of the Manufacturing Committee.
                      In addition,
                      the Manufacturing Committee may establish rules with respect
                      to the
                      attendance at the Manufacturing Committee meetings of staff
                      and other
                      invitees.

                  


          

           

           

          
            	 	
                    3.

                  	
                    Chairman
                      of the Manufacturing Committee.
                      Intel and Micron acting together shall annually appoint the
                      U.S. Intel
                      Executive Officer or U.S. Micron Executive Officer, if any,
                      or any other
                      person on a rotating basis to serve as the chairman of the
                      Manufacturing
                      Committee (the “Chairman”).
                      The Chairman shall preside at all meetings of the Manufacturing
                      Committee
                      and shall have such other duties and responsibilities as may
                      be assigned
                      to him or her by the Manufacturing Committee. The Chairman
                      may delegate to
                      the other executive officer, if any, authority to chair any
                      meeting,
                      either on a temporary or a permanent basis. The Chairman shall
                      determine
                      the agenda of each meeting of the Manufacturing Committee,
                      but the other
                      executive officer, if any, and any member of the Manufacturing
                      Committee
                      shall have the right to request that additional items be included
                      in the
                      agenda for any meeting and such items shall be included in
                      the agenda and
                      presented for discussion. The Chairman shall not have the power
                      to end
                      discussion on an agenda item, unless termination of the discussion
                      is
                      agreed to by a majority of the voting Committee members present
                      at the
                      meeting.

                  


          

           

           

          
            	 	
                    4.

                  	
                    Meetings
                      of the Manufacturing Committee; Quorum; Voting.
                      The Manufacturing Committee shall hold meetings at least once
                      per calendar
                      quarter at such times and at such locations as the Manufacturing
                      Committee
                      may establish. The presence of the U.S. Intel Executive Officer
                      and U.S.
                      Micron Executive Officer, if any, and at least two (2) voting
                      members of
                      the Manufacturing Committee appointed by each of Intel and
                      Micron, in
                      person or by 

                  


          

           

          
            
              
              

            

            
              Appendix
                B-3

              
                

              

            

            
              
              

            

          

          telephone
            conference or by other means of communications acceptable to the Manufacturing
            Committee, shall be necessary and sufficient to constitute a quorum for
            the
            purpose of taking action at any meeting of the Manufacturing Committee.
            No
            action taken by the Manufacturing Committee at any meeting shall be valid
            unless
            the requisite quorum is present. An action of the Manufacturing Committee
            shall
            be effective only if approved by a majority of the voting members of
            the
            Manufacturing Committee present at the meetings who were appointed by
            Intel and
            by a majority of the voting members of the Manufacturing Committee present
            at
            the meetings who were appointed by Micron.

           

          
            	 	
                    5.

                  	
                    Failure
                      to Reach Agreement.
                      

                  


          

           

          a. If
            any
            Party determines that any matter described in Section A hereto has not
            been
            acted upon by the Manufacturing Committee with the result desired by
            such Party,
            then such Party may notify the other Party thereof and a Dispute
            under
            the Omnibus Agreement shall be deemed to have occurred with respect to
            such
            matter and the Manufacturing Committee shall proceed as specified in
            Section
            8.15 of the Omnibus Agreement and as follows. The Manufacturing Committee
            shall
            then have a ten (10) day period during which it shall hold at least one
            (1)
            additional meeting at which it shall make a good faith effort to resolve
            the
            Dispute. The additional meetings shall be held at the time and place
            agreed to
            by the members of the Manufacturing Committee, or if the members are
            unable to
            agree, at a time and place determined by the Chairman of the Manufacturing
            Committee, on at least two (2) days’ written notice.

           

          b. If
            the
            Manufacturing Committee fails to resolve the Dispute during such ten
            (10) day
            period the matter shall
            then be resolved in accordance with Section 8.15 of the Omnibus
            Agreement.

           

          
            	 	
                    6.

                  	
                    Notice;
                      Waiver.
                      The regular meetings of the Manufacturing Committee shall be
                      held upon not
                      less than five (5) Business Days’ written notice under the Omnibus
                      Agreement. Additional meetings of the Manufacturing Committee
                      shall be
                      held (A) at such other times as may be determined by the Manufacturing
                      Committee, (B) at the request of at least two (2) voting members
                      of the
                      Manufacturing Committee or the U.S. Intel Executive Officer
                      or U.S. Micron
                      Executive Officer, if any, upon not less than five (5) Business
                      Days’
                      written notice or (C) in accordance with Section 5, following a
                      failure by the Manufacturing Committee to adopt or reject a
                      proposal for
                      action presented to it. For purposes of this Section, notice
                      may be
                      provided via facsimile, e-mail or any other manner provided
                      in Section 8.1
                      of the Omnibus Agreement, or telephonic notice to each member
                      of the
                      Manufacturing Committee (which notice shall be provided to
                      the other
                      members of the Manufacturing Committee by the requesting members
                      of the
                      Manufacturing Committee). The presence of any member of the
                      Manufacturing
                      Committee at a meeting (including by means of telephone conference
                      or
                      other means of communications acceptable to the Manufacturing
                      Committee)
                      shall constitute a waiver of notice of the meeting with respect
                      to such
                      

                  


          

           

          
            
              
              

            

            
              Appendix
                B-4

              
                

              

            

            
              
              

            

          

          member
            of
            the Manufacturing Committee, unless such member of the Manufacturing
            Committee
            declares at the meeting that such member of the Manufacturing Committee
            objects
            to the notice as having been improperly given.

           

          
            	 	
                    7.

                  	
                    Action
                      without a Meeting.
                      On
                      any matter that is to be approved by the Manufacturing Committee,
                      the
                      Manufacturing Committee may take such action without a meeting,
                      without
                      prior notice and without approval if a consent or consents
                      in writing,
                      setting forth the action so taken, shall be signed by the voting
                      members
                      of the Manufacturing Committee that would be necessary to authorize
                      or
                      take such action at a meeting at which all the voting members
                      of the
                      Manufacturing Committee were present and
                      voted.

                  


          

           

          
            	 	
                    8.

                  	
                    Meetings
                      by Telecommunications.
                      Unless the Manufacturing Committee determines otherwise, members
                      of the
                      Manufacturing Committee shall have the right to participate
                      in all
                      meetings of the Manufacturing Committee by means of a telephone
                      conference
                      or similar communications equipment by means of which all persons
                      participating in the meeting can hear each other at the same
                      time and
                      participation by such means shall constitute presence in person
                      at a
                      meeting.

                  


          

           

          
            	 	
                    9.

                  	
                    Compensation
                      of Members of the Manufacturing Committee.
                      The members of the Manufacturing Committee, in their capacity
                      as such,
                      shall not receive compensation. Each Party shall bear the cost
                      and
                      expenses incurred by its appointed members of the Manufacturing
                      Committee
                      (acting in their capacity as members of the Manufacturing
                      Committee).

                  


          

           

          C. Purpose
            and Functions of the Planning Subcommittee.

           

          The
            primary purposes of the Planning Subcommittee are to review reports and
            analyses
            produced by the manufacturing planning personnel of the Applicable Joint
            Ventures and formulate recommendations for the coordination of production
            among
            the Applicable Joint Ventures to be submitted to the Manufacturing Committee
            for
            approval and action and to consult with the Manufacturing Committee and
            each of
            the Applicable Joint Ventures. The Planning Subcommittee’s functions shall
            include: 

           

          1. Collecting
            data from Intel, Micron and each of the Applicable Joint Ventures;

           

          2. Review
            and consultation with the Manufacturing Committee and the Applicable
            Joint
            Ventures concerning the objectives and functions of the Manufacturing
            Committee.

           

          3. Develop
            and present recommendations to the Manufacturing Committee consistent
            with the
            objectives and functions of the Manufacturing Committee.

           

          4. Such
            other functions as the Manufacturing Committee may specify.

           

          
            
              
              

            

            
              Appendix
                B-5

              
                

              

            

            
              
              

            

          

          D. Membership
            and Procedure.

           

          
            	 	
                    1.

                  	
                    Membership
                      on Planning Subcommittee.
                      

                  


          

           

          a. Number
            and Appointment of Planning Subcommittee Members.
            The
            Planning Subcommittee shall consist of the following members: one (1)
            individual
            who is not a voting member of the Manufacturing Committee appointed by
            each of
            Micron and Intel (the “Party
            Representative”);
            one
            (1) individual who is not a voting member of the Manufacturing Committee
            appointed together by Micron and Intel from the U.S. Joint Venture Company
            (the
“U.S.
            JV Representative”)
            and
            one (1) individual who is not a voting member of the Manufacturing Committee
            from each of the Applicable Joint Ventures other than the U.S. Joint
            Venture
            Company (the “Applicable
            JV Representative”)
            that
            the Parties shall cause their respective Relatives that are Members under
            the
            Applicable Joint Venture Agreements, as appropriate, to appoint
            together.

           

          The
            qualifications of an individual appointed to serve on the Planning Subcommittee
            shall be determined in the discretion of the person(s) appointing such
            individuals. The
            initial members of the Planning Subcommittee shall be named within thirty
            (30)
            days of the date of the Omnibus Agreement. 

           

          b. Removal
            and Vacancies.
            Each
            person having the right to appoint a member of the Planning Subcommittee
            in
            accordance with this Section shall also have the right, in its sole discretion,
            to remove such member at any time by delivery of written notice to the
            other
            person; provided
            that if
            such member is appointed jointly, then such member shall
            serve for a term of one calendar year and shall remain in office until
            removed
            by either person that appointed such member following the expiration
            of his or
            her term or until removed by both persons that appointed such member
            during his
            or her term.
            Any
            vacancy on the Planning Subcommittee for any reason (including as a result
            of
            the death, resignation, retirement or removal pursuant to this Section
            of any
            member of the Planning Subcommittee) shall be filled by the person that
            appointed such member of the Planning Subcommittee; provided
            that if
            such member was appointed jointly, then the vacancy must by filled by
            a new
            member appointed by both persons. Unless a member of the Planning Subcommittee
            resigns, dies, retires or is removed in accordance with this Section,
            he or she
            shall hold office until a successor shall have been duly appointed by
            the
            appointing person.

           

          
            	 	
                    2.

                  	
                    Additional
                      Attendees at Planning Subcommittee Meetings.
                      The Planning Subcommittee may establish rules with respect
                      to the
                      attendance at the Planning Subcommittee meetings of staff and
                      other
                      invitees, although any rules established by the Planning Subcommittee
                      are
                      subject to change by the Manufacturing
                      Committee.

                  


          

           

          
            	 	
                    3.

                  	
                    Chairman
                      of the Planning Subcommittee.
                      The Parties shall jointly appoint one (1) individual to be
                      the “chair” of
                      the Planning Subcommittee (the “Subcommittee
                      Chairman”).
                      The Subcommittee Chairman shall serve for a


                  


          

           

          
            
              
              

            

            
              Appendix
                B-6

              
                

              

            

            
              
              

            

          

          term
            of
            one calendar year and shall remain in office until removed by either
            Party
            following the expiration of his or her term or until removed by both
            Parties
            during his or her term. Any
            vacancy in the office of the Subcommittee Chairman for any reason (including
            as
            a result of the death, resignation, retirement or removal of the Subcommittee
            Chairman pursuant to this Section) shall be filled by an individual jointly
            appointed by the Parties. The
            Subcommittee Chairman shall preside at all meetings of the Planning Subcommittee
            and shall have such other duties and responsibilities as may be assigned
            to him
            or her by the Planning Subcommittee. The Subcommittee Chairman may delegate
            to
            another individual appointed to the Planning Subcommittee authority to
            chair any
            meeting, either on a temporary or a permanent basis. The Subcommittee
            Chairman
            shall determine the agenda of each meeting of the Planning Subcommittee,
            but the
            Manufacturing Committee and any member of the Planning Subcommittee shall
            have
            the right to request that additional items be included in the agenda
            for any
            meeting and such items shall be included in the agenda and presented
            for
            discussion. The Subcommittee Chairman shall not have the power to end
            discussion
            on an agenda item, unless termination of the discussion is agreed to
            by a
            majority of the Planning Committee members present at the meeting.

           

          
            	 	
                    4.

                  	
                    Voting.
                      With respect to any matters to be voted upon by the Planning
                      Subcommittee,
                      each of the Party Representatives shall have a number of votes
                      equal to
                      two times the number of U.S. JV Representative or Applicable
                      JV
                      Representatives on the Planning Subcommittee, or if there are
                      no U.S. JV
                      Representative and Applicable JV Representatives, each of the
                      Party
                      Representatives shall have one (1) vote. Each other member
                      of the Planning
                      Subcommittee shall have one (1)
                      vote.

                  


          

           

          5. Compensation
            of Members of the Planning Subcommittee.
            The
            members of the Planning Subcommittee, in their capacity as such, shall
            not
            receive compensation. Each Party shall, and shall cause its respective
            Relatives
            that are Members under an Applicable Joint Venture Agreement to bear
            the cost
            and expenses incurred by its appointed members of the Planning Subcommittee;
            provided
            that if
            such member of the Planning Subcommittee has been appointed jointly by
            the
            Members under any Applicable Joint Venture Agreement, then Intel and
            Micron
            shall cause their respective Relatives that are Members under such Applicable
            Joint Venture Agreement to cause the costs and expenses incurred with
            respect to
            such jointly appointed member to be borne by the relevant Applicable
            Joint
            Venture

        

      

    

     

    
      
        
        

      

      
        Appendix
          B-7

        
          

        

      

      
        
        

      

    

     

       

    
      
        Schedule
          2-1