EXHIBIT 4.3
October ____, 1998
[NAME]
<Address>
<City__State>
RE: RENDITION, INC. STOCK OPTIONS
As you know, Rendition, Inc. ("Rendition") entered into an Agreement and
Plan of Reorganization ("Reorganization Agreement") with Micron Technology, Inc.
("MTI"). Under the Reorganization Agreement, Rendition has merged with MTI (the
"Merger"), with MTI surviving the Merger.
In connection with this transaction, MTI has assumed all of your
outstanding unexercised options to purchase shares of common stock of Rendition
("Rendition Options"). As a result, your Rendition Options are now options to
purchase shares of common stock of MTI rather than options to purchase shares of
common stock of Rendition.
Each Rendition Option assumed by MTI continues to be subject to the terms
and conditions, including vesting, set forth in the Rendition 1994 Equity
Incentive 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 Rendition 1994 Equity Incentive 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 RENDITION OPTIONS
The number of shares of common stock of MTI subject to your Rendition
Options has been adjusted to a number determined by multiplying .181697 by
the number of shares of Rendition 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 RENDITION OPTIONS
The per share exercise price for shares of MTI common stock issuable
upon exercise of an assumed Rendition 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 .181697 and rounding up to the
nearest whole cent.
[NAME]
October __, 1998
Page 2
A summary of your converted stock options is attached and incorporated
herein by this reference.
Further, any employment or consulting relationship with Rendition referred
to in any Rendition 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 Rendition as a result of the Merger (including for purposes
of vesting, with prior employment by Rendition treated as continuous employment
by MTI).
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 Rendition 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:
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Print Name: [NAME]
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Date:
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PLEASE RETURN SIGNED ORIGINAL LETTER TO STEVE SUAREZ, MS-507, MICRON TECHNOLOGY,
INC., 8000 S. FEDERAL WAY, BOISE, ID 83716-9632, NO LATER THAN
OCTOBER 23, 1998.
UNEXERCISED STOCK OPTION CONVERSION SUMMARY
Pre-Merger Post-Merger
Option ISO (I) or --------------------------------------------- --------------------------------
Date NSO (N) # Rendition Options Rendition Option Price # MTI Options MTI Option Price
- ------ ----------- ------------------- ---------------------- ------------- ----------------