Crucial 2012 Annual Report Download - page 138

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(i) “Company” means Micron Technology, Inc., a Delaware corporation.
(j) “Consultant” means any person, including an advisor, engaged by the Company or a
parent, subsidiary or Affiliate to render services. The term “Consultant” shall not include any person
who is also an Officer or Director of the Company.
(k) “Continuous Status as an Employee or Consultant” means that the employment or
consulting relationship with the Company, any parent, subsidiary, or Affiliate, is not interrupted or
terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in the
case of (i) any leave of absence approved by the Company, (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor or (iii) change in status
from either an Employee to a Consultant or a Consultant to an Employee. A leave of absence approved
by the Company shall include sick leave, military leave, or any other personal leave approved by an
authorized representative of the Company.
(l) “Director” means a member of the Board.
(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, except Officers and Directors, employed by the
Company or any parent, subsidiary or Affiliate of the Company.
(o) “Fair Market Value” of the Stock, on any date, means: (i) if the Stock is listed or traded
on any Exchange, the average closing price for such Stock (or the closing bid, if no sales were reported)
as quoted on such Exchange (or, if more than one Exchange, the Exchange with the greatest volume
of trading in the Stock) for such date, or if no sales or bids were reported for such date, on the last
market trading day prior to the day of determination, as reported by Market Sweep, a service from
Interactive Data Services, Inc., or or such other source as the Committee deems reliable; (ii) if the 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 the Stock shall be the mean between the high
bid and low asked prices for the Stock on such date, or if no sales or bids were reported for such date,
on the last market trading day prior to the day of determination, as reported by Market Sweep, a service
from Interactive Data Services, Inc., or such other source as the Committee deems reliable, or (iii) in
the absence of an established market for the 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.
(p) “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.