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Exhibit 10.6 MICRON TECHNOLOGY, INC. AMENDED AND RESTATED 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.
“Change in Control” means “change of
control” or “change in effective control” of the
Company, or “change in the ownership of a substantial portion
of the assets” of the Company as described or defined in
Section 409A of the Code and applicable regulations (without
giving effect to any elective provisions that may be available
under such definition).
“Code” means the Internal Revenue Code of 1986, as
amended. Reference to a specific Section of the Code or regulation
thereunder shall include such Section or regulation, any valid
regulation promulgated under such Section, and any comparable
provision of any future law, legislation or regulation amending,
supplementing or superseding such Section or regulation.
"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 Separation from Services, as described in Section 6(e)
of the Plan.
"Dividend" 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.
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"Fair Market Value," means, as of any date, the value of Common
Stock determined as follows:
(a) 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 last market
trading day prior to the day of determination, as reported by
Bloomberg L.P. or such other source as the Administrator deems
reliable; or
(b) If the Common Stock is quoted on the over-the-counter market or
is regularly quoted by a recognized securities dealer, but selling
prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices
for the Common Stock on the last market trading day prior to the
day of determination, as reported by Bloomberg L.P. or such other
source as the Administrator deems reliable; or
(c) in the absence of an established market for the Common Stock,
the Fair Market Value shall be determined by such other method as
the Committee determines in good faith to be reasonable and in
compliance with Code Section 409A..
"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.
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“Separation from Service” means the good faith and
complete termination of the Non-Employee Director’s services
to the Company without anticipation of the renewal of services.
"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.
"Unforeseeable Emergency" has the meaning set forth in Section 6(f)
of the Plan.
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
and Initial 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 prescribed by the Plan Administrator (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 no later than
30 days after the date the Non-Employee Director first becomes
eligible to participate in the Plan. 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. If a Non-Employee Director makes an election for any Plan
Year and does not revoke such election before the beginning of any
subsequent Plan Year, such election shall remain in effect for each
such subsequent Plan Year and shall be irrevocable through the end
of such subsequent Plan Year.
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(b) Cash
Payments. That portion of the Retainer to be paid in cash will be
paid monthly for services rendered during the preceding month.
(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 purs
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