Crucial 2014 Annual Report Download - page 116

Download and view the complete annual report

Please find page 116 of the 2014 Crucial annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 157

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157

1
EXHIBIT 10.9
MICRON TECHNOLOGY, INC.
AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN
ARTICLE 1
PURPOSE
1.1. GENERAL. The purpose of the Micron Technology, Inc. Amended and Restated 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, 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