Crucial 2014 Annual Report Download - page 141

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8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award
under Section 83(b) of the Code. Grantee will, no later than the date as of which any amount related to the Shares first becomes
includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory
to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect
to such amount. The Committee may permit Grantee to surrender to the Company a number of Shares from this Award as necessary
to pay the minimum applicable withholding tax obligation. The obligations of the Company under this Agreement will be conditional
on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
9. Amendment. The Committee may amend, modify or terminate the Award, Notice of Award and this Agreement without
approval of the Grantee; provided, however, that such amendment, modification or termination shall not, without the Grantee’s
consent, reduce or diminish the value of this Award determined as if it had been fully vested on the date of such amendment or
termination. Notwithstanding anything herein to the contrary, the Company is authorized, without Grantee’s consent, to amend or
interpret this Award, the Notice of Award and this Agreement certificate to the extent necessary, if any, to comply with Section 409A
of the Code and Treasury regulations and guidance with respect to such law.
10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of the Notice of Award and this
Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of the Notice of Award and this Agreement, the provisions of the Plan
shall be controlling and determinative.
11. Severability. If any one or more of the provisions contained in the Notice of Award and this Agreement is deemed to
be invalid, illegal or unenforceable, the other provisions of the Notice of Award and this Agreement will be construed and enforced
as if the invalid, illegal or unenforceable provision had never been included.
12. Notice. Notices and communications under the Notice of Award and this Agreement must be in writing and either
personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 83716-9632, Attn: Secretary,
or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of
Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.