Crucial 2012 Annual Report Download - page 171

(x) “Other Award” means a right, granted to a Participant under Article 13 that relates to
or is valued by reference to Stock or other Awards relating to Stock.
(y) “Parent” means a corporation, limited liability company, partnership or other entity which owns or
beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the
above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.
(z) “Participant” means a person who, as an employee, officer, director or consultant of the Company
or any Affiliate, has been granted an Award under the Plan; provided that in the case of the death of a Participant, the
term “Participant” refers to a beneficiary designated pursuant to Section 14.5 or the legal guardian or other legal
representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
(aa) “Performance Share” means any right granted to a Participant under Article 9 to a unit to be valued
by reference to a designated number of Shares to be paid upon achievement of such performance goals as the Committee
establishes with regard to such Performance Share.
(bb) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934
Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.
(cc) “Plan” means the Micron Technology, Inc. 2004 Equity Incentive Plan, as amended from time to
time.
(dd) “Public Offering” shall occur on closing date of a public offering of any class or series of the
Company's equity securities pursuant to a registration statement filed by the Company under the 1933 Act.
(ee) “Qualified Award” means an Award that is either (i) intended to qualify for the
Section 162(m) Exemption and is made subject to performance goals based on Qualified Business Criteria as set forth
in Section 14.10(b), or (ii) an Option or SAR.
(ff) “Qualified Business Criteria” means one or more of the Business Criteria listed in Section 14.10(b)
upon which performance goals for certain Qualified Awards may be established by the Committee.
(gg) “Restricted Stock Award” means Stock granted to a Participant under Article 10 that is subject to
certain restrictions and to risk of forfeiture.
(hh) “Restricted Stock Unit Award” means the right granted to a Participant under Article 10 to receive
shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which
right is subject to certain restrictions and to risk of forfeiture.
(ii) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by
Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.
(jj) “Shares” means shares of the Company's Stock. If there has been an adjustment or substitution
pursuant to Section 15.1, the term “Shares” shall also include any shares of stock or other securities that are substituted
for Shares or into which Shares are adjusted pursuant to Section 15.1.
(kk) “Stock” means the $.10 par value common stock of the Company and such other securities of the
Company as may be substituted for Stock pursuant to Article 15.
(ll) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive
a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over
the base price of the SAR, all as determined pursuant to Article 8.
(mm) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which
a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.
Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in
Section 424(f) of the Code.
(nn) “1933 Act” means the Securities Act of 1933, as amended from time to time.
(oo) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.