Exhibit 4.6
MICRON TECHNOLOGY, INC.
1998 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
1. Purpose. The purpose of the Micron Technology, Inc. 1998 Non-Employee
Director Stock Incentive Plan is to attract, retain and compensate highly-
qualified individuals who are not employees of Micron Technology, Inc. or any of
its subsidiaries or affiliates for service as members of the Board by providing
them with an ownership interest in the Common Stock of the Company. The Company
intends that the Plan will benefit the Company and its stockholders by allowing
Non-Employee Directors to have a personal financial stake in the Company through
an ownership interest in the Common Stock and will closely associate the
interests of Non-Employee Directors with that of the Company's stockholders.
2. Defined Terms. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
"Board" means the Board of Directors of the Company.
"Company" means Micron Technology, Inc.
"Committee" has the meaning assigned such term in Section 3.
"Common Stock" means the common stock, par value $0.10 per share, of the
Company.
"Deferral Period" has the meaning set forth in Section 6(e) of the Plan.
"Deferred Stock Rights" means the right to receive shares of Common Stock
upon termination as a director of the Company, as described in Section 6(e) of
the Plan.
"Distributions" has the meaning set forth in Section 6(e) of the Plan.
"Election Form" means a form approved by the Committee pursuant to which a
Non-Employee Director elects a form of payment of his or her Retainer, as
provided in Section 6(a).
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value," on any date, means (i) if the Common Stock is listed
on any established stock exchange, including without limitation the New York
Stock Exchange ("NYSE") or a national market system, the Fair Market Value of a
Share of Common Stock shall be the average closing price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system (or
the exchange with the greatest volume of trading in Common Stock) for the five
business days preceding the day of determination, as reported in The Wall Street
Journal or such other source as the Committee deems reliable; or (ii) in the
absence
of an established market for the Common Stock, the Fair Market Value shall be
determined in good faith by the Committee.
"Hardship" has the meaning set forth in Section 6(f) of the Plan.
"Non-Employee Director" means a director of the Company who is not an
employee of the Company or of any of its subsidiaries or affiliates.
"Participant" means any Non-Employee Director who is participating in the
Plan.
"Plan" means the Micron Technology, Inc. 1998 Non-Employee Director Stock
Incentive Plan, as amended from time to time.
"Plan Administrator" means the person or persons designated by the
Committee to administer the Plan in accordance with Section 3 of the Plan. If
no such administrator is designated, the Plan Administrator shall be the
Committee or the Board, as the case may be, administering the Plan pursuant to
Section 3.
"Plan Year" means the twelve-month period ending on December 31 of each
year which, for purposes of the Plan, is the period for which Retainer is
earned.
"Quarterly Grant Date" has the meaning set forth in Section 6(c) of the
Plan.
"Quarterly Service Period" has the meaning set forth in Section 6(c) of the
Plan.
"Retainer" means the compensation payable by the Company to a Non-Employee
Director for service as a director (and, if applicable, as the member of a
committee of the Board) of the Company, as such amount may be changed from time
to time.
"Rule 16b-3" means Rule 16b-3, as amended from time to time, of the
Securities and Exchange Commission as promulgated under the Exchange Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shares" means shares of Common Stock.
"Stock Equivalent Amount" means the portion (in 25% increments) of a Non-
Employee Director's Retainer for a Plan Year that he or she has elected to
receive in the form of Common Stock or Deferred Stock Rights.
3. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee"). Subject to the
provisions of the Plan, the Committee shall be authorized to interpret the Plan,
to establish, amend and rescind any rules and regulations relating to the Plan,
and to make all other determinations necessary or advisable for the
administration of the Plan; provided, however, that the Committee shall have no
discretion with respect to the eligibility or selection of Non-Employee
Directors to receive awards under the Plan, the number of Shares subject to any
such awards or the time at which any such awards are
to be granted. The Committee's interpretation of the Plan, and all actions
taken and determinations made by the Committee pursuant to the powers vested
in it hereunder, shall be conclusive and binding upon all parties concerned
including the Company, its stockholders and persons granted awards under the
Plan. The Committee may appoint a plan administrator to carry out the
ministerial functions of the Plan, but the administrator shall have no other
authority or powers of the Committee. Notwithstanding the foregoing, the Board
shall exercise any and all rights, duties and powers of the Committee under
the Plan to the extent required by the applicable exemptive conditions of Rule
16b-3, as determined by the Board its sole discretion.
4. Shares Subject to Plan. The Shares issued under the Plan shall not
exceed in the aggregate 250,000 shares of Common Stock. Such Shares may be
authorized and unissued shares or treasury shares.
5. Participants. All active Non-Employee Directors shall be eligible to
participate in the Plan.
6. Form of Payment of Retainer.
(a) Annual Elections. On or before November 30 of each year
(December 31, 1998 in the case of the first Plan Year), each Non-Employee
Director shall file with the Plan Administrator an election form in
substantially the form attached hereto as Exhibit A, or such other form
as the Plan Administrator shall prescribe (the "Election Form"), in which
such Non-Employee Director shall indicate his or her preference to
receive some or all of his or her Retainer for the following Plan Year in
the form of (i) cash, (ii) Common Stock, or (iii) Deferred Stock Rights.
Such elections shall be made in increments of 25% of the Retainer.
Individuals who are nominated to become Non-Employee Directors may make
such election after such nomination but prior to the time they are
elected to the Board. If a Non-Employee Director fails to timely file an
Election Form for a Plan Year, then 100% of his or her Retainer for such
Plan Year will be paid in cash.
(b) Cash Payments. That portion of the Retainer to be paid in cash
will be paid whenever such fees are payable, in accordance with the
policies established by the Committee from time to time.
(c) Grant Dates and Formula for Stock Grants. To the extent that a
Non-Employee Director has elected to receive some or all of his or her
Retainer in the form of Common Stock and has not elected to defer receipt
of such shares pursuant to Section 6(e), shares of Common Stock shall be
automatically granted to such Non-Employee Director on March 31, June 30,
September 30 and December 31 of each Plan Year (each such date is
hereinafter referred to as a "Quarterly Grant Date"). The total number of
Shares included in each grant under this Section 6(c) shall be determined
by (i) dividing the Stock Equivalent Amount earned by the Non-Employee
Director during the three-month period immediately preceding the Quarterly
Grant Date (the "Quarterly Service Period") by the Fair Market Value per
Share on the Quarterly Grant Date, and (ii) and subtracting any Shares to
be deferred pursuant to Section 6(e). Fractions will be rounded to the
next highest Share.
(d) Termination of Service During Quarterly Service Period. In the
event of termination of service on the Board by any Participant during a
Quarterly Service Period, such Participant's award for the Quarterly
Service Period shall be determined in accordance with Sections 6(b) based
upon the Stock Equivalent Amount earned during such Quarterly Service
Period through the date of termination of service, provided, that the grant
date shall be the date of termination of service unless the grant has been
deferred pursuant to Section 6(e).
(e) Deferred Stock Rights.
(i) Election to Defer. Each Participant will have the right to
elect, in his or her Election Form delivered to the Plan Administrator
prior to the commencement of each Plan Year, to defer until after the
Participant's termination of service the grant of the Shares that would
otherwise be granted to the Participant during the next ensuing Plan Year
("Deferred Stock Rights"). Pursuant to this Election Form, the Participant
will elect whether all of the deferred grant will be (a) granted within 30
days after termination of service or (b) granted in approximately equal
annual installments of Shares over a period of two to five years (as the
Participant may elect) after the termination of service, each such annual
grant to be made within 30 days after the anniversary of the termination of
service. The deferral Election Form signed by the Participant prior to the
Plan Year will be irrevocable except in case of Hardship (as defined in
Section 6(f)) as determined in good faith by the Board pursuant to Section
6(f). No Shares will be issued until the grant date(s) so deferred (the
"Deferred Grant Date") at which time the Company agrees to issue the Shares
to the Participant. The Participant will have no rights as a stockholder
with respect to the Deferred Stock Rights, and the Deferred Stock Rights
will be unsecured.
(ii) Deferred Dividend Account. If any dividends or other
rights or distributions of any kind ("Distributions") are distributed to
holders of Common Stock during the period from the applicable Quarterly
Grant Date until the Deferred Grant Date (the "Deferral Period") but prior
to the Participant's termination of service, an amount equal to the cash
value of such Distributions on their distribution date, as such value is
determined by the Committee, will be credited to a deferred dividend
account for the Participant as follows: the account will be credited with
the right to receive Shares having a Fair Market Value as of the date of
the Distribution equal to the cash value of the Distribution. The Company
will issue Shares equal to the cumulative total of rights to Shares in such
account within 30 days after the Participant's termination of service.
If a Distribution is distributed to holders of Common Stock after the
Participant's termination of service but prior to the issuance in full of
the deferred Shares, an amount equal to the cash value of such
Distributions pertaining to any Shares still deferred shall be converted
into Shares equivalent in value to the Distribution (based on the Fair
Market Value as of the date of Distribution) and such Shares will be issued
to the Participant as soon as practical after the date of the Distribution.
No right or interest in the Deferred Stock Rights or in the deferred
dividend account shall be subject to liability for the debts, contracts or
engagements of the Participant or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 6(e) shall prevent transfers by will
or by the applicable laws of descent and distribution. The Committee will
have the right to adopt other regulations and procedures to govern deferral
of grants of Shares.
(f) Hardship. The Board may accelerate the distribution of all or a
portion of a Participant's deferred grants of Shares on account of his or
her Hardship, subject to the following requirements: (i) the value of such
accelerated distribution shall not exceed the amount necessary to satisfy
the Hardship, less the amount which can be satisfied from other resources
which are reasonably available to the Participant, (ii) the denial of the
Participant's request for a Hardship acceleration would result in severe
financial hardship to the Participant, and (iii) the Participant has not
received an accelerated distribution on account of Hardship within the 12-
month period preceding the acceleration.
For purposes of this Plan, "Hardship" of a Participant, as determined
by the Board in its discretion on the basis of all relevant facts and
circumstances and in accordance with the following nondiscriminatory and
objective standards uniformly interpreted and consistently applied, shall
mean a severe financial hardship to the Participant resulting from a sudden
and unexpected illness or accident of the Participant or of his or her
dependent, loss of the Participant's property due to casualty, or other
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. A financial need shall not
constitute a Hardship unless it is for at least $1,000,000 or the entire
value of the principal amount of the Participant's deferred grants.
7. Prorated Grants. If on any Quarterly Grant Date, shares of Common Stock
are not available under the Plan to grant to Non-Employee Directors the full
amount of a grant contemplated by the Plan, then each such director shall
receive an award equal to the number of shares of Common Stock then available
under the Plan divided by the number of Non-Employee Directors entitled to a
grant of shares on such date. Fractional shares shall be ignored and not
granted. Any shortfall resulting from such proration shall be paid in the form
of cash.
8. Withholding. Whenever the Company issues Shares under the Plan, the
Company shall have the right to withhold from sums due the recipient, or to
require the recipient to remit to the Company, any amount sufficient to satisfy
any federal, state and/or local withholding tax requirements prior to the
delivery of any certificate for such Shares.
9. Adjustments.
(a) In the event that the Committee determines that any Distribution
(whether in the form of cash, Common Stock, other securities, or other
property), recapitalization,
reclassification, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of
the Company, or other similar corporate transaction or event, in the
Committee's sole discretion, affects the Common Stock such that an
adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan or with respect to an award
or awards hereunder, then the Committee shall, in such manner as it may
deem equitable, adjust the number and type of Shares (or other securities
or property) which may be granted under the Plan (including, but not
limited to, adjustments of the maximum number and kind of securities
which may be issued); provided, however, that to the extent required by
the applicable exemptive conditions of Rule 16b-3, any such adjustment
shall be subject to approval by the Board.
(b) In the event of any corporate transaction or event described in
paragraph (a) which results in Shares being exchanged for or converted into
cash, securities or other property (including securities of another
corporation), the Committee will have the right to terminate this Plan as
of the date of the transaction or event, in which case all stock grants
deferred under Section 6(e) shall become the right to receive such cash,
securities or other property.
(c) The number of Shares finally granted under this Plan shall always
be rounded to the next highest whole Share.
(d) Any decision of the Committee pursuant to the terms of this
Section 9 shall be final, binding and conclusive upon the Participants, the
Company and all other interested parties; provided, however, that to the
extent required by the applicable exemptive conditions of Rule 16b-3, any
such decision shall be subject to approval by the Board.
10. Amendment. The Committee may terminate or suspend the Plan at any
time, without stockholder approval. The Committee may amend the Plan at any
time and for any reason without stockholder approval; provided, however, that
the Committee may condition any amendment on the approval of stockholders of the
Company if such approval is necessary or deemed advisable with respect to tax,
securities or other applicable laws, policies or regulations. No termination,
modification or amendment of the Plan may, without the consent of a Participant,
adversely affect a Participant's rights under an award granted prior thereto.
11. Indemnification. Each person who is or has been a member of the
Committee or who otherwise participates in the administration or operation of
this Plan shall be indemnified by the Company against, and held harmless from,
any loss, cost, liability or expense that may be imposed upon or incurred by him
or her in connection with or resulting from any claim, action, suit or
proceeding in which such person may be involved by reason of any action taken or
failure to act under the Plan and shall be fully reimbursed by the Company for
any and all amounts paid by such person in satisfaction of judgment against him
or her in any such action, suit or proceeding, provided he or she will give the
Company an opportunity, by written notice to the Committee, to defend the same
at the Company's own expense before he or she undertakes to
defend it on his or her own behalf. This right of indemnification shall not be
exclusive of any other rights of indemnification.
The Committee and the Board may rely upon any information furnished by the
Company, its public accountants and other experts. No individual will have
personal liability by reason of anything done or omitted to be done by the
Company, the Committee or the Board in connection with the Plan.
12. Duration of the Plan. The Plan shall remain in effect until ten years
from the Effective Date, unless terminated earlier by the Committee.
13. Expenses of the Plan. The expenses of administering the Plan shall be
borne by the Company.
14. Effective Date. The Plan was originally adopted by the Board on
November 23, 1998, and became effective upon the approval thereof by the
stockholders of the Company on January 14, 1999 (the "Effective Date").