Crucial 2012 Annual Report Download - page 169

(ii) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of either (A) 35% or more of the then-outstanding shares of common stock of the
Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the
combined voting power of the Company's then outstanding securities eligible to vote for the election of directors
(the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following
acquisitions shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an
acquisition by the Company or a Subsidiary of the Company, (y) an acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (z) an
acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or
(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or
similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale
or other disposition of all or substantially all of the Company's assets (a “Sale”) or the acquisition of assets or
stock of another corporation (an “Acquisition”), unless immediately following such Reorganization, Sale or
Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities
immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Reorganization, Sale or Acquisition (including, without limitation,
a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's
assets or stock either directly or through one or more subsidiaries, the “Surviving Corporation”) in substantially
the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of
the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may
be, and (B) no person (other than (x) the Company or any Subsidiary of the Company, (y) the Surviving
Corporation or its ultimate parent corporation, or (z) any employee benefit plan or related trust) sponsored or
maintained by any of the foregoing is the beneficial owner, directly or indirectly, of 35% or more of the total
common stock or 35% or more of the total voting power of the outstanding voting securities eligible to elect
directors of the Surviving Corporation, and (C) at least a majority of the members of the board of directors of
the Surviving Corporation were Incumbent Directors at the time of the Board's approval of the execution of
the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or
Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-
Qualifying Transaction”); or
(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and includes a
reference to the underlying final regulations. 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 the committee of the Board described in Article 4.
(h) “Company” means Micron Technology, Inc., a Delaware corporation, or any successor corporation.
(i) “Continuous Status as a Participant” means the absence of any interruption or termination of service
as an employee, officer, consultant or director of the Company or any Affiliate, as applicable; provided, however, that
for purposes of an Incentive Stock Option, or a Stock Appreciation Right issued in tandem with an Incentive Stock
Option, “Continuous Status as a Participant” means the absence of any interruption or termination of service as an
employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous
Status as a Participant shall not be considered interrupted in the case of any leave of absence authorized in writing by
the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such
leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If
reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day
of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock Option.