Executive Bonus Plan - Micron Technology Inc.
MICRON TECHNOLOGY, INC.
EXECUTIVE BONUS PLAN
(As adopted and effective November 28, 1994)
1. PURPOSE
The Micron Technology, Inc. Executive Bonus Plan (the
"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 terms and conditions of the Plan.
(b) Board - The Board of Directors of Micron Technology, Inc.
(c) Change in Control - 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., at any time outstanding.
(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 Plan, in compliance with requirements of
Section 162(m) of the Code.
(f) Company - Micron Technology, Inc., and any other
corporation in which Micron Technology, 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 ("Exchange Act").
(i) Key Employee - Any employee of the Company as may be
designated by the Committee.
(j) Plan - The Micron Technology, Inc., Executive Bonus Plan.
3. ELIGIBILITY
Only Executives are eligible for participation in the Plan.
4. ADMINISTRATION
The awards under the Plan shall be based on the profits of
the Company as determined by the Company's consolidated after-tax
net profits. The Committee shall administer the Plan and shall
have full power and authority to construe, interpret, and
administer the 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
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discretion has the authority to reduce the amount of a bonus
otherwise payable to Executives upon attainment of the
performance goal established for a fiscal year. At the beginning
of each fiscal year consistent with the requirements of Section
162(m), the Committee shall: (i) determine the percentage or
other amount related to the Company's profits available for award
under the Plan; (ii) determine the Executive Officers and Key
Employees eligible to participate in the Plan for the fiscal
year; and (iii) determine each Executive's bonus based on the
Company's profits for the fiscal year; and (iv) determine the
frequency at which each bonus will be paid when attained.
The maximum bonus amount that can be paid to any executive
with respect to any one fiscal year results cannot exceed the
greater of $2,000,000 or two percent (2%) of the Company's
consolidated after-tax net profits.
In the event of a Change in Control, any bonuses earned but
not yet paid under the Plan shall be immediately payable. 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, and as otherwise
determined by the Committee. Unpaid bonuses may also be canceled
at the discretion of the Committee.
The Committee may amend, modify, suspend, or terminate the
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 Plan shall be
assignable or transferable by the participant during the
participant's lifetime.
6. NO RIGHT TO CONTINUED EMPLOYMENT
Nothing in the 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 Plan shall become effective on November 28, 1994. The
Committee may terminate or suspend at any time.
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