Crucial 2012 Annual Report Download - page 199

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(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. 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 non-employee 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.