Crucial 2014 Annual Report Download - page 147

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions
against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and Micron
Technology, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement,
copies of which are on file in the offices of Micron Technology, Inc.”
Stock certificates for the Shares, without the above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee
after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with
reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the Securities Act of 1933,
listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance
or transfer of the Shares.
5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to
the Shares during and after the Restricted Period. Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the
Restricted Shares, but the payment of such dividends shall be deferred and held (without interest) by the Company for the account of
Grantee until the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to the same vesting
restrictions imposed under Section 2 as the Restricted Shares to which they relate. Accrued dividends deferred and held pursuant to the
foregoing provision shall be paid by the Company to Grantee promptly upon the expiration of the Restricted Period (and in any event
within thirty (30) days of the date of such expiration).
6. Changes in Capital Structure. In the event of a corporate event or transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares), the Committee may adjust this award to preserve the benefits or potential benefits
of this award. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock split), a declaration of a
dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares then
subject to this Agreement shall automatically be adjusted proportionately.
7. No Right of Continued Employment. With respect to a grantee who is employed by the Company or an Affiliate,
nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate such grantee’s
employment at any time, nor confer upon any such grantee any right to continue in the employ of the Company or any Affiliate.
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.