EXHIBIT 4.1
MICRON TECHNOLOGY, INC.
1985 INCENTIVE STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock Option
Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional
incentive to the Employees and Consultants of the Company and to
promote the success of the Company's business.
Options granted hereunder may be either "incentive stock
options", as defined in Section 422A of the Internal Revenue Code
of 1986, as amended, or "non-statutory stock options", at the
discretion of the Board and as reflected in the terms of the
written option agreement.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Board" shall mean the Committee, if one has been
appointed, or the Board of Directors of the Company, if no
Committee is appointed.
(b) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the
Company.
(d) "Company" shall mean Micron Technology, Inc., a
Delaware corporation.
(e) "Committee" shall mean the Committee appointed by
the Board of Directors in accordance with paragraph (a) of Section
4 of the Plan, if one is appointed.
(f) "Consultant" shall mean any person who is engaged by
the Company or any subsidiary to render consulting services and is
compensated for such consulting services, and any director of the
Company whether compensated for such services or not; provided that
if and in the event the Company registers any class of any equity
security pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the term Consultant shall
thereafter not include directors who are not compensated for their
services or are paid only a director's fee by the Company.
(g) "Continuous Status as an Employee or Consultant"
shall mean the absence of any interruption or termination of
service as an Employee or Consultant. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the
case of sick leave, military leave, or any other leave of absence
approved by the Board; provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
(h) "Employee" shall mean any person, including
officers and directors, employed by the Company or any Parent or
Subsidiary of the Company. The payment of a director's fee by the
Company shall not be sufficient to constitute "employment" by the
Company.
(i) "Incentive Stock Option" shall mean an Option
intended to qualify as an incentive stock option within the meaning
of Section 422A of the Code.
(j) "Option" shall mean a stock option granted pursuant
to the Plan.
(k) "Optioned Stock" shall mean the Common Stock
subject to an Option.
(l) "Optionee" shall mean an Employee or Consultant who
receives an Option.
(m) "Parent" shall mean a "parent corporation", whether
now or hereafter existing, as defined in Section 425(e) of the
Code.
(n) "Plan" shall mean this 1985 Incentive Stock Option
Plan.
(o) "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.
(p) "Subsidiary" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 425(f) of
the Code.
3. Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of shares
which may be optioned and sold under the Plan is 7,000,000 shares
of Common Stock, which may be authorized, but unissued, Common
Stock.
If an Option should expire or become unexercisable for
any reason without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the
Board of Directors of the Company. Any grants of options to
officers or directors shall only be made by the Board of Directors;
provided, however, that if a majority of the Board of Directors is
eligible to participate in this Plan or any other stock option or
other stock plan of the Company or any of its affiliates, or has
been eligible at any time within the preceding year, any grants of
options to directors must be made by, or only in accordance with
the recommendation of, a Committee consisting of three or more
persons, who may but need not be directors or employees of the
Company, appointed by the Board of Directors and having full
authority to act in the matter, none of whom is eligible to
participate in this Plan or any other stock option or other stock
plan of the Company or any of its affiliates, or has been eligible
at any time within the preceding year. Any Committee administering
the Plan with respect to grants to officers who are not also
directors shall conform to the requirements of the preceding
sentence. Once appointed, the Committee shall continue to serve
until otherwise directed by the Board of Directors. Subject to the
foregoing, from time to time the Board of Directors may increase
the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer the
Plan.
(b) Powers of the Board. Subject to the provisions of
the Plan, the Board shall have the authority, in its discretion:
(i) to grant Incentive Stock Options, in accordance with Section
422A of the Code, or "non-statutory stock options"; (ii) to
determine, upon review of relevant information and in accordance
with Section 8(b) of the Plan, the fair market value of the Common
Stock; (iii) to determine the exercise price per share of Options
to be granted, which exercise price shall be determined in
accordance with Section 8(a) of the Plan; (iv) to determine the
Employees or Consultants to whom, and the time or times at which,
Options shall be granted and the number of shares to be represented
by each Option; (v) to interpret the Plan; (vi) to prescribe, amend
and rescind rules and regulations relating to the Plan; (vii) to
determine the terms and provisions of each Option granted (which
need not be identical) and, with the consent of the holder thereof,
modify or amend each Option; (viii) to accelerate or defer (with
the consent of the Optionee) the exercise date of any Option
consistent with the provisions of Section 5 of the Plan; (ix) to
authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously
granted by the Board; and (x) to make all other determinations
deemed necessary or advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions,
determinations and interpretations of the Board or its Committee
shall be final and binding on all Optionees and any other holders
of any Options granted under the Plan.
5. Eligibility.
(a) Options may be granted only to Employees and
Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an
Option may, if he is otherwise eligible, be granted an additional
Option or Options.
(b) No Incentive Stock Option may be granted to an
Employee which, when aggregated with all other incentive stock
options granted to such Employee by the Company or any Parent or
Subsidiary, would result in Shares having an aggregate fair market
value (determined for each Share as of the date of grant of the
Option covering such Share) in excess of $100,000 becoming first
available for purchase upon exercise of one or more incentive stock
options during any calendar year.
(c) Section 5(b) of the Plan shall apply only to an
Incentive Stock Option evidenced by an "Incentive Stock Option
Agreement" which sets forth the intention of the Company and the
Optionee that such Option shall qualify as an incentive stock
option. Section 5(b) of the Plan shall not apply to any Option
evidenced by a "Nonstatutory Stock Option Agreement" which sets
forth the intention of the Company and the Optionee that such
Option shall be a nonstatutory stock option.
(d) The Plan shall not confer upon any Optionee any
right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way
with his right or the Company's right to terminate his employment
or consulting relationship at any time.
6. Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its
approval by the shareholders of the Company as described in Section
17 of the Plan. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 13 of the Plan.
7. Term of Option. The term of each Incentive Stock Option
shall be ten (10) years from the date of grant thereof or such
shorter term as may be provided in the Stock Option Agreement. The
term of each Option that is not an Incentive Stock Option shall be
ten (10) years and one (1) day from the date of grant thereof or
such shorter term as may be provided in the Stock Option Agreement.
However, in the case of an Option granted to an Optionee who, at
the time the Option is granted, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, (a) if the Option is an
Incentive Stock Option, the term of the Option shall be five (5)
years from the date of grant thereof or such shorter time as may be
provided in the Stock Option Agreement, or (b) if the Option is not
an Incentive Stock Option, the term of the Option shall be five (5)
years and one (1) day from the date of grant thereof or such
shorter term as may be provided in the Stock Option Agreement.
8. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as is
determined by the Board, but shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of
the grant of such Incentive Stock Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the fair market value
per Share on the date of grant.
(B) granted to any Employee, the per Share
exercise price shall be no less than 100% of the fair market value
per Share on the date of grant.
(ii) In the case of a nonstatutory stock option,
the per Share exercise price shall be no less than 85% of the fair
market value per Share on the date of grant.
(b) The fair market value shall be the average Closing
Sales Price of the Company's Common Stock as reported on the NASDAQ
National Market System for the five (5) business days preceding the
date of grant or, in the event the Common Stock is listed on a
stock exchange, the fair market value per share shall be the
average closing price on such exchange for the five (5) business
days preceding the date of grant of the Option, as reported in the
Wall Street Journal.
(c) The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment,
shall be determined by the Board and may consist entirely of cash,
check, promissory note, other Shares of Common Stock having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option shall be
exercised, or any combination of such methods of payment, or such
other consideration and method of payment for the issuance of
Shares to the extent permitted under Delaware Corporation Law. In
making its determination as to the type of consideration to accept,
the Board shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable at such times and
under such conditions as determined by the Board, including
performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the Plan;
provided, however, that an Incentive Stock Option granted prior to
January 1, 1987 shall not be exercisable while there is outstanding
any incentive stock option which was granted, before the granting
of such Incentive Stock Option, to the same Optionee to purchase
stock of the Company, any Parent or Subsidiary, or any predecessor
corporation of such corporations. For purposes of this provision,
an incentive stock option shall be treated as outstanding until
such option is exercised in full or expires by reason of lapse of
time.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment
may, as authorized by the Board, consist of any consideration and
method of payment allowable under Section 8(c) of the Plan. Until
the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company)
of the stock certificate evidencing such Shares, no right to vote
or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 11 of
the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.
(b) Termination of Status as an Employee or Consultant.
If an Employee or Consultant ceases to serve as an Employee or
Consultant (as the case may be), he may, but only within thirty
(30) days (or such other period of time not exceeding three (3)
months as is determined by the Board at the time of grant of the
Option) after the date he ceases to be an Employee or Consultant
(as the case may be) of the Company, exercise his Option to the
extent that he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise
the Option at the date of such termination, or if he does not
exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the
provisions of Section 9(b) above, in the event an Employee or
Consultant is unable to continue his employment or consulting
relationship (as the case may be) with the Company as a result of
his total and permanent disability (as defined in Section 22(e)(3)
of the Internal Revenue Code), he may, but only within six (6)
months (or such other period of time not less than six (6) months
nor more than twelve (12) months as is determined by the Board at
the time of grant of the Option) from the date of termination,
exercise his Option to the extent he was entitled to exercise it at
the date of such termination (or to such greater extent as the
Board may provide). To the extent that he was not entitled to
exercise the Option at the date of termination, or if he does not
exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.
(d) Death of Optionee. In the event of the death of an
Optionee:
(i) during the term of the Option who is at the
time of his death an Employee or Consultant of the
Company and who shall have been in Continuous Status as
an Employee or Consultant since the date of grant of the
Option, the Option may be exercised, at any time within
twelve (12) months following the date of death, by the
Optionee's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had
accrued as of the date of death (or to such greater
extent as the Board may provide); or
(ii) within thirty (30) days (or such other period
of time not exceeding three (3) months as is determined
by the Board at the time of grant of the Option) after
the termination of Continuous Status as an Employee or
Consultant, the Option may be exercised, at any time
within six (6) months following the date of death, by the
Optionee's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had
accrued at the date of termination (or to such greater
extent as the Board may provide).
(e) Vesting. In the event that an Option shall provide
that the right to acquire shares thereunder shall increase over
time pursuant to a vesting schedule, such vesting schedule shall
give the Optionee the right to acquire at least 20% of the Shares
subject to the Option per year, with at least 20% of such Shares to
be vested no later than one year from the date of grant of the
Option.
(f) Suspension. Any participating Employee who is also
a participant in the Retirement at Micron ("RAM") Section 401(k)
Plan and who requests and receives a hardship distribution from the
RAM Plan, is prohibited from making, and must suspend, his or her
employee elective contributions and employee contributions
including, without limitation on the foregoing, the exercise of any
option granted pursuant to the terms of this Plan, for a period of
12 months from the date of receipt by that employee/participant of
the RAM hardship distribution.
10. Non-Transferability of Options. The Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of
in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the shareholders of the Company,
the number of shares of Common Stock covered by each outstanding
Option, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options
have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall
not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation
of the Company, the Option will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by
the Board. The Board may, in the exercise of its sole discretion
in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be
exercisable. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, the Option shall be
assumed or an equivalent option shall be substituted by such
successor corporation or a Parent or Subsidiary of such successor
corporation, unless the Board determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution,
that the Optionee shall have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which the Option
would not otherwise be exercisable. If the Board makes an Option
fully exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify the
Optionee that the Option shall be fully exercisable for a period of
thirty (30) days from the date of such notice, and the Option will
terminate upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date on which the Board makes the
determination granting such Option. Notice of the determination
shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such respects as the Board
may deem advisable; provided that, the following revisions or
amendments shall require approval of the shareholders of the
Company in the manner described in Section 17 of the Plan:
(i) any increase in the number of Shares subject to
the Plan, other than in connection with an adjustment
under Section 11 of the Plan;
(ii) any change in the designation of the class of
employees or consultants eligible to be granted Options;
or
(iii) any material increase in the benefits accruing
to participants under the Plan.
(b) Shareholder Approval. In the event any amendment
requiring shareholder approval under Section 13(a) of the Plan is
made, such shareholder approval shall be solicited as described in
Section 17(a) of the Plan.
(c) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and
effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the Board, which
agreement must be in writing and signed by the Optionee and the
Company.
14. Conditions Upon Issuance of Shares. Shares shall not
be issued pursuant to the exercise of an Option unless the exercise
of such Option and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall
be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company
may require the person exercising such Option to render to the
Company a written statement containing such representations and
warranties as, in the opinion of counsel for the Company, may be
required to ensure compliance with any of the aforementioned
relevant provisions of law, including a representation that the
Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is
required.
15. Reservation of Shares. The Company, during the term of
this Plan, will at all times reserve and keep available such number
of Shares as shall be sufficient to satisfy the requirements of the
Plan.
Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as
to which such requisite authority shall not have been obtained.
16. Option Agreement. Options shall be evidenced by written
option agreements in such form as the Board shall approve.
17. Shareholder Approval. Continuance of the Plan shall be
subject to approval by the shareholders of the Company within
twelve months before or after the date the Plan is adopted. If
such shareholder approval is obtained at a duly held shareholders'
meeting, it may be obtained by the affirmative vote of the holders
of a majority of the shares of the Company present or represented
and entitled to vote thereon.
In the case of approval by written consent, it must be
obtained by the unanimous written consent of all shareholders of
the Company, or by written consent of a smaller percentage of
shareholders but only if the Board determines, on the basis of
advice of the Company's legal counsel, that the written consent of
such a smaller percentage of shareholders will comply with all
applicable laws and will not adversely affect the qualifications of
the Plan under Section 423 of the Code.
18. Information to Optionees. The Company shall provide
to each Optionee, during the period for which such Optionee has one
or more Options outstanding, copies of all annual reports and other
information which are provided to all shareholders of the Company.
The Company shall not be required to provide such information if
the issuance of Options under the Plan is limited to key employees
whose duties in connection with the Company assure their access to
equivalent information.
01/31/94