Crucial 2012 Annual Report Download - page 168

EXHIBIT 10.11
MICRON TECHNOLOGY, INC.
2004 EQUITY INCENTIVE PLAN
ARTICLE 1
PURPOSE
1.1. GENERAL. The purpose of the Micron Technology, Inc. 2004 Equity Incentive Plan (the “Plan”) is to promote
the success, and enhance the value, of Micron Technology, Inc. (the “Company”), by linking the personal interests of employees,
officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company stockholders and
by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon
whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of
the Company and its Affiliates.
ARTICLE 2
DEFINITIONS
2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or
phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or
in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the
following meanings:
(a) “Affiliate” means (i) any Subsidiary or Parent, 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.
(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award, Deferred Stock Unit Award, Performance Share, Dividend Equivalent Award, or Other Award
granted to a Participant under the Plan.
(c) “Award Certificate” means a written document, in such form as the Committee prescribes from time
to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award
agreements or certificates or a program document describing the terms and provisions of an Awards or series of Awards
under the Plan.
(d) “Board” means the Board of Directors of the Company.
(e) “Change in Control” means and includes the occurrence of any one of the following events:
(i) individuals who, on the Effective Date, constitute the Board of Directors of the Company
(the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that
any person becoming a director after the Effective Date and whose election or nomination for election was
approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated as a director of the Company as
a result of an actual or threatened election contest with respect to the election or removal of directors (“Election
Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other
than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest, shall be deemed an Incumbent Director; or