Severance Agreement - Micron Technology Inc.
SEVERANCE AGREEMENT
This Agreement is by and between Micron Technology,
Inc., a Delaware corporation ("the Company"), and
___________________, an individual and Officer of the Company,
("the Officer"), and is effective as of the last date signed
below.
WHEREAS, the parties recognize that it is in the best
interest of the Company to provide for a smooth transition
when there is a change in management, and wish to recognize
the valued contributions of the Officer; and
WHEREAS, the Company desires to provide the Officer
with benefits in consideration for his execution of this
Severance Agreement (the "Agreement");
NOW THEREFORE, the parties agree as follows:
1. TERMINATION OF THE OFFICER. Either the Company or
the Officer may at any time terminate the Officer's active
employment with the Company for any reason, voluntary or
involuntary, with or without cause, by providing notice to
that effect in writing. The date such notice is received by
the other party shall be deemed "the Termination Date."
Upon receipt by the Officer of a notice of termination from
the Company, and upon the Company's request, the Officer
will resign immediately as an Officer and/or Director.
2. EFFECT OF TERMINATION. Effective on the
Termination Date, and for a period defined in Paragraph 2(a)
("the Transition Period"), the Officer shall continue as an
employee only for purposes of receiving the benefits
specified in Paragraph 3, and while employed in that
capacity shall not perform any service or work that
conflicts with interests of the Company. During the
Transition Period, the Officer may continue in a consulting
role with the Company, or continue as a non-officer employee
with the Company, if both parties agree.
2(a). TRANSITION PERIOD. For purposes of this
agreement, the "Transition Period" shall be six months plus
the amount of any TOP time and leave time, if any, which
the Officer has accrued as of the Termination Date.
2(b). CHANGE OF OFFICER STATUS. In the event
that the Officer or the Company terminates the Officer's
status as an Officer of the Company but not as an employee,
both parties agree that such change in status will be
treated as a termination for purposes of this Agreement,
and that the date of such change in status will be deemed
the Termination Date. Following the Transition Period, the
Officer shall be entitled only to such compensation and
benefits for his services as an employee that may be
mutually agreed upon between the Company and the Officer.
In no circumstance shall benefits under Paragraph 3 be paid
to an Officer for a period longer than the first Transition
Period created by a change of status or termination.
3. BENEFITS DURING THE TRANSITION PERIOD. Provided
the Officer complies with the terms of this Agreement, the
Officer will receive during the Transition Period all
benefits customarily provided to officers of the Company,
including, but not limited to salary, bonuses, executive
bonuses, and the continued vesting of any granted stock
options, as if the Officer's employment as an officer had
continued during that period. "Customarily provided" refers
to Company practices and plans with respect to officer
benefits and compensation in effect as of the Termination
Date. For purposes of this provision, however, it will be
understood that the Officer, during the Transition Period,
will not be entitled to any new grants of interest in future
executive bonus pools, nor to any new grants of stock
options. It will be further understood that the Officer
will not be entitled to payment of any compensation that is
deferred past the Transition Period due to payment criteria
of an incentive program, as those criteria existed as of the
Termination Date. No action by the Company or the Company's
Board of Directors may effect the Officer's receipt of the
benefits set forth above, other than as provided herein.
4. CONFIDENTIALITY. The parties agree that
throughout the Transition Period no statements regarding the
Officer's termination will be made other than to indicate
that the reasons for, and circumstances of, the termination
are CONFIDENTIAL and that both the Company, the Board of
Directors, and the Officer are obligated to make "no
comment" regarding the termination. For purposes of this
paragraph, "statements" includes, but is not limited to,
statements to the press, analysts, and journalists. Nothing
in this paragraph is meant to prevent the Company from
disclosing any facts required to be disclosed pursuant to
statute or regulation.
5. TERMINATION. This Agreement terminates when the
Officer turns 60 years of age, and any termination or change
of status of the Officer after that date will not entitle
the Officer to any of the benefits of this Agreement.
6. RELEASE. Upon receipt of all benefits under this
Agreement, the Officer and Company settle, waive, and
voluntarily release any and all claims each has or may have
against the other, inclusive of any of the Company's
affiliates, officers, directors, employees or agents, both
individually and in their official capacities, which claims
accrued prior to the end of the Transition Period.
7. FINAL AGREEMENT. This Agreement supersedes all
prior agreements, and is the entire and final understanding
of the parties as to the subject matter hereof.
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MICRON TECHNOLOGY, INC. Officer
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Date Date