Crucial 2012 Annual Report Download - page 198

EXHIBIT 10.48
MICRON TECHNOLOGY, INC.
2007 EQUITY INCENTIVE PLAN
ARTICLE 1
PURPOSE
1.1. GENERAL. The purpose of the Micron Technology, Inc. 2007 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, non-employee 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, non-employee
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, non-employee directors and consultants of the Company and its Affiliates; provided, however, that no officer,
including without limitation the chief executive officer of the Company, is eligible to be a Participant in the Plan.
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, Other
Award, or any other right or interest relating to Stock or cash, 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. The Committee may provide for the use of electronic, internet or other non-paper Award
Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions
thereunder by a Participant.
(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