Executive Bonus Plan - Micron Electronics Inc.
MICRON ELECTRONICS, INC.
EXECUTIVE BONUS PLAN
1. PURPOSE
The Micron Electronics, Inc. Executive Bonus Plan (the "Bonus
Plan") is designed to attract, retain, and reward highly
qualified executives who are important to the Company's success
and to provide incentives relating directly to the financial
performance and long-term growth of the Company.
2. DEFINITIONS
(a) Bonus - The cash incentive awarded to an Executive Officer
or Key Employee pursuant to the terms and conditions of the Bonus
Plan.
(b) Board - The Board of Directors of Micron Electronics, Inc.
(c) Change in Control - (i) The acquisition by any person or
entity of securities of Micron Electronics, Inc. such that such
person or entity, directly, indirectly or beneficially, acting
alone or in concert, (A) owns or controls more of the combined
voting power of all classes of voting securities of Micron
Electronics, Inc. than does Micron Technology, Inc. and (B) owns
or controls more than thirty-five percent (35%) of the combined
voting power of all classes of voting securities of Micron
Electronics, Inc.; or (ii) subject to Micron Technology, Inc.
owning or controlling more than thirty-five (35%) of the combined
voting power of all classes of voting securities of Micron
Electronics, Inc., the acquisition by any person or entity,
directly, indirectly or beneficially, acting alone or in concert,
of more than thirty-five percent (35%) of the common stock of
Micron Technology, Inc. outstanding at any time.
(d) Code - The Internal Revenue Code of 1986, as amended.
(e) Committee - The Compensation Committee of the Board, or
such other committee of the Board that is designated by the Board
to administer the Bonus Plan, in compliance with requirements of
Section 162(m) of the Code.
(f) Company - Micron Electronics, Inc. and any other
corporation in which Micron Electronics, Inc., controls, directly
or indirectly, fifty percent (50%) or more of the combined voting
power of all classes of voting securities.
(g) Executive - An Executive Officer or Key Employee of the
Company.
(h) Executive Officer - Any officer of the Company subject to
the reporting requirements of Section 16 of the Securities and
Exchange Act of 1934 (the "Exchange Act").
(i) Key Employee - Any employee of the Company as may be
designated by the Committee for this Bonus Plan.
3. ELIGIBILITY
Only Executives are eligible for participation in the Bonus
Plan.
4. ADMINISTRATION
Awards of bonuses under the Bonus Plan shall be based on one
or more of the following performance goals: (i) net income, (ii)
earnings per share, (iii) return on equity, (iv) gross margin,
(v) return on assets, (vi) net sales, (vii) new products, (viii)
expansion of facilities, (ix) customer satisfaction (x) asset
management or (xi) debt management. The Committee shall
administer the Bonus Plan and shall have full power and authority
to construe, interpret, and administer the Bonus Plan necessary
to comply with the requirements of Section 162(m) of the Code.
The Committee's decisions shall be final, conclusive, and binding
upon all persons. The Committee shall certify in writing prior to
commencement of payment of the bonus that the performance goal or
goals under which the bonus is to be paid has or have been
achieved. The Committee in its sole discretion has the authority
to reduce the amount of a bonus otherwise allocated to an
Executive upon attainment of the performance goal established for
a fiscal year provided that a reduction in the amount of one
Executive s bonus does not result in an increase in the amount of
any other Executive s bonus. Promptly after the beginning of a
fiscal year, the Committee shall: (i) determine the performance
criteria; (ii) determine the Executives eligible to participate
in the Bonus Plan for the fiscal year; and (iii) determine the
method for computing the amount of bonus payable to each
Executive if the performance goal is achieved.
The maximum bonus amount that can be paid to any Executive
with respect to any one fiscal year cannot exceed the greater of
$2,000,000 or two percent (2%) of the Company's consolidated
after-tax net profits. Bonus amounts shall be paid within 90
days after the close of the Company s fiscal year unless the
Committee elects to defer the payout of the bonus amount over a
period of time not to exceed five (5) years. Payout of a bonus
over an extended period may, at the discretion of the Committee,
be subject to and conditioned upon the continuation of an
Executive s employment with the Company and the profitability of
the Company in the year paid. Unpaid bonuses can be canceled at
the discretion of the Committee.
Upon a Change in Control, the Company shall pay to each
eligible Executive (i) any bonuses allocated, if any, under the
Bonus Plan for the current fiscal year at the maximum level
established by the Board as of the most recent allocation, unless
otherwise agreed between the Company and the Executive, and (ii)
any bonuses that have been awarded for previous years under the
Bonus Plan but not previously paid, in either case immediately
before such Change in Control. To determine the amount of the
current fiscal year s bonus, the bonus pool shall be annualized
if the Change in Control occurs after the end of the second
fiscal quarter. If the Change in Control occurs prior to the end
of the second fiscal quarter, the bonus pool shall be calculated
as of the fiscal month end immediately prior to the Change in
Control. If the Executive ceases to be employed by the Company
or by any of its subsidiaries, any unpaid bonuses shall be paid
in accordance with the Executive's termination agreement.
The Committee may amend, modify, suspend, or terminate the
Bonus Plan for the purpose of meeting or addressing any changes
in legal requirements or for any other purpose permitted by law.
The Committee will seek shareholder approval of any amendment
determined to require shareholder approval or advisable under the
regulations of the Internal Revenue Service or other applicable
law or regulation.
5. NONASSIGNABILITY
No Bonus or any other benefit under the Bonus Plan shall be
assignable or transferable by the participant during the
participant's lifetime except as otherwise approved by the
Committee.
6. NO RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Bonus Plan shall confer upon any employee any
right to continue in the employ of the Company or shall interfere
with or restrict in any way the right of the Company to discharge
an employee at any time for any reason whatsoever, with or
without good cause.
7. EFFECTIVE DATE
The Bonus Plan shall be deemed effective as of April 7, 1995.
Rev 4/29/97