|
Exhibit 10.10 MICRON TECHNOLOGY, INC. 2002 EMPLOYMENT INDUCEMENT
STOCK OPTION PLAN
1.
Purposes of the Plan. The
purposes of this Employment Inducement Stock Option Plan are to
attract and retain the best available personnel for new employment
positions with the Company or its Subsidiaries and thereby promote
the success of the Company’s business. Options
granted under the Plan shall be Nonstatutory Stock Options.
2.
Definitions. As used
herein, the following definitions shall apply:
(a) “Administrator”
means the Board or any of its Committees as shall be administering
the Plan, in accordance with Section 4 of the Plan.
(b) “Affiliate” means
(i) any subsidiary or parent company of the Company, or (ii) an
entity that directly or through one or more intermediaries
controls, is controlled by or is under common control with, the
Company, as determined by the Committee.
(c) “Applicable
Laws” means the legal requirements relating to the
administration of stock option plans under Delaware corporate and
securities laws and the Code.
(d) “Board”
means the Board of Directors of the Company.
(e) “Change
in Control” means 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 the
Company outstanding at any time.
(f) “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.
(g) “Committee”
means a Committee appointed by the Board in accordance with Section
4 of the Plan.
(h) “Common
Stock” means the Common Stock of the Company.
(i) “Company”
means Micron Technology, Inc., a Delaware corporation.
(j) “Consultant”
means any person, including an advisor, engaged by the Company or
any Subsidiary to render services.
(k) “Continuous
Status as an Employee or Consultant” means that the
employment or consulting relationship with the Company or any
Subsidiary is not interrupted or terminated. Continuous
Status as an Employee or Consultant shall not be considered
interrupted in the case of (i) military leave, sick leave, or any
personal leave of absence approved by the Company, or (ii)
transfers between locations of the Company or between the Company,
any Subsidiary, or any successor, or (iii) the transition from an
Employee to a Consultant provided that the person becomes a
Consultant immediately after his or her employment is terminated,
or (iv) in the discretion of the Administrator as specified at or
prior to such occurrence, in the case of a spin-off, sale, or
disposition of the Optionee’s employer from the Company or
any Parent or Subsidiary.
(l) “Director”
means a member of the Board. 9/22/2003 – change # 2(o)
(i),(ii)
(m) “Disability”
means total and permanent disability as defined in Section 22(e)(3)
of the Code. Notwithstanding the foregoing, for any Options that
constitute a nonqualified deferred compensation plan within the
meaning of Section 409A(d) of the Code, “Disability”
has the meaning given such term in Section 409A of the Code.
(n) “Employee”
means any person, including an Officer or Director, who is a common
law employee of the Company or any Subsidiary of the Company.
Neither service as a Director nor payment of a Director’s fee
by the Company shall be sufficient to constitute
“employment” by the Company.
(o) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(p) “Fair
Market Value” means, as of any date, the value of Common
Stock determined as follows:
(i) 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;
(ii) 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;
(iii) 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.
(q) “Nonstatutory
Stock Option” means an Option that does not qualify as an as
an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(r) “Notice
of Grant” means a written notice evidencing certain terms and
conditions of an individual Option grant. The Notice of Grant is
subject to the terms and conditions of the Option Agreement.
(s) “Officer”
means a person who is an officer of the Company within the meaning
of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(t) “Option”
means a stock option granted pursuant to the Plan.
(u) “Option
Agreement” means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the
terms and conditions of the Plan.
(v) “Optioned
Stock” means the Common Stock subject to an Option.
(w) “Optionee”
means an Employee who holds an outstanding Option granted under the
Plan.
(x) “Parent”
means a “parent corporation”, whether now or hereafter
existing, as defined in Section 424(e) of the Code.
9/22/2003 – change # 2(o) (i),(ii) - 2 -
(y) “Plan”
means this 2002 Employment Inducement Stock Option Plan.
(z) “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
(aa) “Share”
means a share of the Common Stock, as adjusted in accordance with
Section 12 of the Plan.
(bb) “Subsidiary”
means a “subsidiary corporation”, whether now or
hereafter existing, as defined in Section 424(f) of the Code, and
shall also include any other entity in which the Company, or any
Subsidiary of the Company has a significant ownership interest.
3.
Stock Subject to the Plan. Subject to
the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is
1,000,000 Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.
If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future
distribution under the Plan.
4.
Administration of the Plan.
(a)
Administrator. The Plan shall be
administered by a Committee appointed by the Board (which Committee
shall consist of two or more Directors) or, at the discretion of
the Board from time to time, the Plan may be administered by the
Board. It is intended that the Directors appointed to
serve on the Committee shall be “non-employee
directors” (within the meaning of Rule
16b-3). However, the mere fact that a Committee member
shall fail to so qualify shall not invalidate any Option granted by
the Committee which Option is otherwise validly made under the
Plan. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the
discretion of, the Board. The Board, in its discretion,
may delegate to a special committee all or part of the
Administrator’s authority and duties with respect to grants
and awards to individuals who at the time of grant are not, and are
not anticipated to become, persons subject to the reporting and
other provisions of Section 16 of the Exchange
Act. The Board may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any
prior actions of the delegate or delegates that were consistent
with the terms of the Plan.
(b) Powers
of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific
duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion:
(i) to
determine the Fair Market Value of the Common Stock, in accordance
with Section 2(o) of the Plan;
(ii) to
select the Employees to whom Options may be granted hereunder;
provided, however, that Options may be granted hereunder only to a
person as an inducement for him or her to accept employment with
the Company or any Subsidiary;
(iii) to
determine whether and to what extent Options are granted;
(iv) to
determine the number of shares of Common Stock to be covered by
each Option granted hereunder;
(v) to
approve forms of agreement for use under the Plan; 9/22/2003
– change # 2(o) (i),(ii) - 3 -
(vi) to
determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation
regarding any Option or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;
(vii) to
construe and interpret the terms of the Plan and awards granted
pursuant to the Plan;
(viii) to
prescribe, amend, and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;
(ix) to
modify or amend each Option (subject to Section 14 of the
Plan);
(x)
to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an
Option previously granted by the Administrator; and
(xi) to
make all other determinations deemed necessary or advisable for
administering the Plan; and
(xii) to
allow Optionees to satisfy withholding tax obligations by electing
to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market
Value equal to the minimum amount (and not any greater amount)
required by law to be withheld. The Fair Market Value of
the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by
an Optionee to have Shares withheld for this purpose shall be made
in such form and under such conditions as the Administrator may
deem necessary or advisable.
(c) Effect
of Administrator’s Decision. The Administrator’s
decisions, determinations, and interpretations shall be final and
binding on all Optionees and any other holders of Options.
5.
Eligibility. Options
may be granted hereunder only to a person who is being
hired as an Employee of the Company or any Subsidiary as
an inducement to such employment. A person who has been
granted an Option under this Plan may not be granted additional
Options under this Plan, but may be granted options or other awards
under other plans of the Company. Employees and Consultants who are
service providers to an Affiliate may be granted Options under this
Plan only if the Affiliate qualifies as an “eligible issuer
of service recipient stock” within the meaning of
§1.409A-1(b)(5)(iii)(E) of the final regulations under Code
Section 409A.
6.
Limitations.
(a) Neither
the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the Optionee’s employment with the
Company, nor shall they interfere in any way with the
Optionee’s right or the Company’s right to terminate
such employment at any time, with or without cause.
(b) The
following limitations shall apply to grants of Options
hereunder:
(i)
No Employee shall be granted under the Plan Options to
purchase more than 500,000 Shares.
(ii) The
foregoing limitations shall be adjusted proportionately in
connection with any change in the Company’s capitalization as
described in Section 12.
9/22/2003 – change # 2(o) (i),(ii) - 4 -
7.
Effective Date. The Plan shall
become effective upon its adoption by the Board.
8.
Term of Option. The term of each
Option shall be stated in the Notice of Grant, but shall not exceed
ten (10) years.
9.
Option Exercise Price and Consideration.
(a) Exercise
Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, but shall not be less than the Fair Market Value per
share on the date of grant of the Option.
(b) Waiting
Period and Exercise Dates
|
