Exhibit 4.5
April 15, 1998
((Name))
((Address))
((City__State))
RE: MICRON QUANTUM DEVICES, INC. STOCK OPTIONS
As you know, Micron Quantum Devices, Inc. ("MQD") entered into an Agreement
and Plan of Reorganization with Micron Technology, Inc. ("MTI"). Under the
Reorganization Agreement, MQD has merged with MTI, with MTI surviving the
Merger.
In connection with this transaction, MTI has assumed all of your
outstanding options to purchase shares of common stock of MQD ("MQD Options").
As a result, your MQD Options are now options to purchase shares of common stock
of MTI rather than options to purchase shares of common stock of MQD.
Each MQD Option assumed by MTI continues to be subject to the terms and
conditions, including vesting, set forth in the MQD 1996 Stock Option Plan and
as provided in the respective option agreements in effect immediately prior to
the Merger, except that (i) references to the "Company" in the MQD 1996 Stock
Option Plan are now references to MTI, and (ii) your options are now options to
purchase MTI common stock with the exercise price and number of shares subject
to your options adjusted to reflect the "conversion ratio" in the Merger, as
follows:
NUMBER OF SHARES SUBJECT TO MQD OPTIONS
The number of shares of common stock of MTI subject to your MQD Options has
been adjusted to a number determined by multiplying .1133 by the number of
shares of MQD common stock that were issuable upon exercise of your option
immediately prior to the Merger, and rounding down to the nearest whole number.
NEW EXERCISE PRICE OF MQD OPTIONS
The per share exercise price for shares of MTI common stock issuable upon
exercise of an assumed MQD Option has been adjusted to a price determined by
dividing the per share exercise price under your option in effect immediately
prior to the Merger by .1133 and rounding up to the nearest whole cent.
A summary of your converted stock options is attached and incorporated
herein by this reference.
Further, any employment or consulting relationship with MQD referred to in
any MQD Option shall, from and after the Merger, be deemed to mean an employment
or consulting relationship with MTI as successor to all the rights and
obligations of MQD as a result of the Merger (including for purposes of vesting,
with prior employment by MQD treated as continuous employment by MTI). Any
rights of first refusal provided in the applicable option exercise agreement or
documentation with respect to the MQD Options shall terminate in accordance with
the terms of the MQD Options or such documentation.
If you have questions regarding the foregoing, please do not hesitate to
contact Bea Solis at (208) 368-4512 or Steve Suarez of MTI at (208) 368-4519.
After you have reviewed this letter, please acknowledge your agreement to the
assumption of your MQD Options on the terms set forth herein by signing the
enclosed copy of this letter and returning it to the attention of Steve Suarez
in the enclosed, postage pre-paid envelope attached. Please keep a copy of this
letter and attach it to your existing option agreements in order for you to have
a complete record of all the terms and provisions applicable to your option as
now assumed by MTI.
Very Truly Yours,
MICRON TECHNOLOGY, INC.
Roderic W. Lewis
V.P. of Corporate Affairs, General
Counsel and Corporate Secretary
Accepted and Agreed: ____________________
Print Name: ((Name))
____________________
Date: ____________________
PLEASE RETURN SIGNED ORIGINAL LETTER TO STEVE SUAREZ, MS-507, MICRON TECHNOLOGY,
INC., 8000 S. FEDERAL WAY, BOISE, ID 83716-9632, NO LATER THAN
APRIL 29, 1998.
UNEXERCISED STOCK OPTION CONVERSION SUMMARY
(All options are Incentive Stock Options)
Pre-Merger Post-Merger
Grant --------------------------------- -------------------------------
Date # MQD Options MQD Option Price # MTI Options MTI Option Price
-------- ------------- ---------------- ------------- ----------------