Crucial 2014 Annual Report Download - page 144

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7. Limitation of Rights. The Options do not confer to Optionee or Optionee’s beneficiary designated pursuant to Paragraph 5
any rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with the exercise of
the Options. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate
Optionee’s service at any time, nor confer upon Optionee any right to continue in the service of the Company or any Affiliate.
8. Stock Reserve. The Company shall at all times during the term of this Agreement reserve and keep available such number
of Shares as will be sufficient to satisfy the requirements of this Agreement.
9. Restrictions on Transfer and Pledge. No right or interest of Optionee in the Options may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of
Optionee to any other party other than the Company or an Affiliate. The Options are not assignable or transferable by Optionee other
than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of
the Code if such Section applied to an Option under the Plan; provided, however, that the Committee may (but need not) permit other
transfers. The Options may be exercised during the lifetime of Optionee only by Optionee or any permitted transferee.
10. Restrictions on Issuance of Shares. If at any time the Committee shall determine in its discretion, that registration, listing
or qualification of the Shares covered by the Options upon any Exchange or under any foreign, federal, or local law or practice, or the
consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Options, the
Options may not be exercised in whole or in part unless and until such registration, listing, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Committee.
11. Amendment. The Committee may amend, modify or terminate this Agreement without approval of the Optionee; provided,
however, that such amendment, modification or termination shall not, without the Optionee's consent, reduce or diminish the value of
this award determined as if it had been fully vested and exercised on the date of such amendment or termination (with the per-share value
being calculated as the excess, if any, of the Fair Market Value over the exercise price of the Options). Notwithstanding anything herein
to the contrary, the Company is authorized, without Grantee’s consent, to amend or interpret this Agreement to the extent necessary, if
any, to comply with Section 409A of the Code and Treasury regulations and guidance with respect to such law.
12. Plan Controls. The terms and conditions contained in the Plan are incorporated into and made a part of 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 this Agreement, the provisions of the Plan shall be controlling and determinative.
13. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this
Agreement and the Plan.
14. Severability. If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
15. Notice. Notices and communications under 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 83707-0006, Attn: Secretary, or any other address designated by the
Company in a written notice to Optionee. Notices to Optionee will be directed to the address of Optionee then currently on file with the
Company, or at any other address given by Optionee in a written notice to the Company.