Employment Agreement - Micron Electronics INc. and Jill D. Smith
March 17, 1999
Jill D. Smith
29 Lawrence Street
Boston, MA 02116
Dear Ms. Smith:
Micron Electronics, Inc. ("Micron" or the "Company") is pleased to offer
you a position as its Executive Vice President, Chief Operating Officer, on the
terms and conditions set forth below, which terms and conditions are subject to
and contingent upon final approval by Micron's Board of Directors.
1. Arrangements have been made for you to join the Company on March 22,
1999. In addition to approval by the Board of Directors, this offer of
employment is conditioned upon your successful completion of all applicant
procedures, including, but not limited to the following: application materials,
drug screen test, and all new hire Company forms, including, but not limited to,
an Assignment of Inventions and Rights, a Confidential Information Agreement,
and an Acknowledgment to abide by the Company's Employment Policy Manual. You
will also have the opportunity to enter into an Employment, Severance and
Noncompete Agreement with Micron in the form of the document enclosed with this
offer letter. Your Employment, Severance and Noncompete Agreement and
appointment as an officer will be subject to final approval by Micron's Board of
Directors.
2. Your responsibility at Micron will be as an Executive Vice President,
Chief Operating Officer in the Executive Department reporting to Joel J. Kocher,
or his successor. Micron is involved in a fast-paced high technology industry.
3. Your compensation package will be as follows: your initial annual base
salary will be $400,000.00, and will be paid on a bi-weekly basis in accordance
with Micron's regular payroll schedule and practices. Your compensation will be
reviewed no less frequently than annually, which review will also include
consideration of additional option (or other equity program) grants, although
there is no guarantee of compensation increases or additional option (or other
equity program) grants. In addition, you will be eligible to participate in the
Company's Management and Executive Incentive Plan ("MEIP"), subject to approval
of the Compensation Committee of the Board of Directors.
4. Your initial participation in MEIP will be for the second half of
fiscal year 1999 (the "Performance Period"). Your target incentive for this
Performance Period is forty-five percent (45%) of the base salary actually paid
to you during this Performance Period. Because you will become an Executive
under the MEIP mid-way through the Performance Period, your participation in
MEIP during this Performance Period will be on a pro-rated basis in accordance
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Jill D. Smith
March 17, 1999
Page 2
with the terms of the MEIP plan document. Your participation in MEIP will
clearly delineate the Company's and your critical goals and objectives for this
Performance Period. Your participation in MEIP also provides an incentive for
you to meet and exceed performance goals, and will tie a significant portion of
your total direct compensation to your achievement of the goals. The
Compensation Committee of the Board of Directors must approve all participants
in MEIP, the goals, target incentive bonuses and the amounts awarded. Your
participation in MEIP will be governed by the terms of the MEIP plan document
(copy enclosed). As a participant in MEIP, you will not be eligible to
participate in the Company's separate Pay for Performance program during any
Performance Period in which you participate in MEIP.
5. Upon commencement of employment, you will be granted options to
purchase 400,000 shares of the Company's common stock under the Micron
Electronics, Inc. 1995 Stock Option Plan (the "Option Plan"). The options will
be granted at Fair Market Value, and will be subject to the terms and conditions
of the Company's standard notice of grant and the Option Plan. The options will
vest as follows:
a. 100,000 shares will vest at a rate of twenty percent (20%) per
year over five (5) years.
b. 100,000 shares will vest only after completion of seven (7) years
of employment with the Company, but vesting will be accelerated
in full prior to such seven (7) year period if, for a combined
two fiscal quarter period, the Company attains the following from
its core PC business: (a) (XX%) year-over-year net revenue growth
when compared to the same combined two fiscal quarter period in
the prior fiscal year, and (b) net income in the combined two
fiscal quarter period of (XX%) of net revenue.
c. 125,000 shares will vest only after completion of seven (7) years
of employment with the Company, but vesting will be accelerated
in full prior to such seven year period if, over four consecutive
fiscal quarters, the Company attains the following from its core
PC business: (a) $XX million in net revenue, and (b) $XX million
in net income.
d. 75,000 shares will vest only after completion of seven (7) years
of employment with the Company, but vesting will be accelerated
in full prior to such seven year period if, over four consecutive
fiscal quarters, the Company attains the following from its core
PC business: (a) $XX billion in net revenue, and (b) $XX million
in net income.
e. Notwithstanding the foregoing, if your employment is terminated
by the Company other than for "Cause" (as defined in your
Employment, Severance, and Noncompete Agreement): (1) under
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Jill D. Smith
March 17, 1999
Page 3
subparagraph 5(a), above, a proportionate share of the options
will vest in the year of termination equal to the number of
options that would vest for the entire year multiplied by the
number of months worked divided by twelve (example: if
termination occurs in July for an applicable year, then 20% or
20,000 shares x 7/12 of a year will vest, meaning that you would
vest in 11,667 shares for that year); and (2) under subparagraphs
5(b), 5(c), and 5(d), if the financial conditions established
thereunder are met as of the 60/th/ day following the
"Termination Date" (as defined in your Employment, Severance, and
Noncompete Agreement), then vesting shall be accelerated as
established in each of the applicable subparagraphs.
[xx] Confidential treatment has been requested for certain portions of this
document. Such omitted portions have been filed separately with the
Securities and Exchange Commission.
The term "core PC business" as used above includes the Company's personal
computer, server, and related peripheral equipment business, together with any
affiliated businesses, but expressly excludes the SpecTek division. The
attainment of the financial conditions for accelerated vesting of the shares as
set forth in paragraphs 5(b) through 5(d), above, will be determined by the
Board of Directors with reference to the financial statements of the Company as
filed with the Securities and Exchange Commission ("SEC") on a quarterly or
annual basis as the case may be, and such other documentation as the Company may
prepare. In determining the attainment of the financial conditions, the Company
will exclude any extraordinary gains or extraordinary losses as determined in
accordance with generally accepted accounting principles. The Board of
Directors may at any time and in its discretion lower the financial conditions
for accelerated vesting of the shares as set forth in paragraphs 5(b) through
5(d), above.
6. Micron will pay for the following expenses, including any associated
Federal, State and FICA taxes:
a. Micron will pay up to six (6) months for temporary housing at its
expense (accommodations and automobile rental only). The location
of the temporary housing may vary due to availability. You will
be required to call Micron Technology, Inc.'s relocation office
to make your reservation. If you do not use Micron's temporary
housing, Micron will pay up to $900.00 per month toward the
expense of any alternative housing.
b. Micron will pay commuting expenses (consisting primarily of
round-trip airline tickets) for you or your spouse to travel
between Boston, Massachusetts and Boise, Idaho on at least a
weekly basis for an indefinite period of time. All airline
tickets must be purchased in advance through Micron's travel
office in accordance with the Company's policies and practices
for travel. We acknowledge that, from time to time, this travel
will occur during a portion of the workweek (Monday/Friday).
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Jill D. Smith
March 17, 1999
Page 4
c. We acknowledge that on occasion you may be working from your
home in Boston, Massachusetts, from time to time. To facilitate
your efforts Micron will provide at its expense appropriate
telecommunications and computing equipment.
Please note that the expenses paid by Micron will be considered as compensation
on your W-2 at the end of the year. We suggest you consult your tax advisor for
further details.
7. Your election of any medical, dental, and vision insurance coverage
will become effective after completion of the month of hire plus an additional
calendar month of employment. Benefit plans are subject to change or amendment
by Micron. Please note that Micron's medical plans do not cover pre-existing
conditions under certain circumstances. Please refer to the medical plan
information provided to you for more information on how this may affect you
and/or your dependents. If you have further questions about pre-existing
conditions, please call the Insurance and Benefits Department at (208) 368-4110
or 1-800-336-8918.
If you have any questions or desire further clarification of this offer of
employment, please contact Sid Ferrales at (208) 898-1741 or Chris Gebhardt at
(208) 898-1308. If you are in agreement with the terms and conditions of this
offer, please sign where indicated and return this letter to our Human Resource
Department. Upon receipt of this signed letter, Micron will send you an
original of the Employment, Severance and Noncompete Agreement in the form
enclosed, which agreement you will be asked to execute prior to commencing your
employment with Micron.
We hope this new relationship will be productive for you and Micron.
Everyone is looking forward to your contribution to the success of the company.
Very truly yours,
/s/ Sid Ferrales
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Sid Ferrales
Senior Vice President, Human Resources
Approved and accepted this 17th day of March, 1999.
By: /s/ Jill D. Smith
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Jill D. Smith