Crucial 2014 Annual Report Download - page 150

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8. Limitation of Rights. The Performance Units do not confer to Grantee or Grantee’s beneficiary, executors or
administrators any rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with
the units. Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate Grantee’s
employment at any time, nor confer upon Grantee any right to continue in employment of the Company.
9. Dividend Rights. If any dividends or other distributions are paid with respect to the Shares while the Performance
Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of Shares
then underlying the Performance Units shall be credited to a bookkeeping account and held (without interest) by the Company for the
account of Grantee until the Conversion Date. Such amounts shall be subject to the same vesting and forfeiture provisions as the
Performance Units to which they relate. Accrued dividends held pursuant to the foregoing provision shall be paid by the Company to
Grantee on the Conversion Date, provided Grantee is then still employed by the Company.
10. Payment of Taxes. The Company employing Grantee has the authority and the right to deduct or withhold, or
require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA
obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the
Performance Units. The withholding requirement may be satisfied, in whole or in part, by withholding Shares upon the settlement of
the Performance Units having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater
amount) required to be withheld for tax purposes. The obligations of the Company under this Agreement will be conditional on such
payment or arrangements, and the Company 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.
11. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee;
provided, however, that such amendment, modification or termination shall not, without 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.
12. 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.
13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of
Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws.
14. Severability. If any one or more of the provisions contained in this Agreement is deemed to be 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 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.