Edgar Filing: MICRON TECHNOLOGY INC

2013 Proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )



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Micron Technology, Inc.
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Notice of Fiscal 2013 Annual Meeting of Shareholders

January 23, 2014

To the Shareholders:

NOTICE IS HEREBY GIVEN that the Fiscal 2013 Annual Meeting of Shareholders of Micron Technology, Inc., a Delaware corporation, will be held on January 23, 2014, at 9:00 a.m., Mountain Standard Time, at our headquarters located at 8000 South Federal Way, Boise, Idaho 83716-9632, for the purposes listed below. As used herein "we," "our," "us," "the Company" and similar terms refer to Micron Technology, Inc. unless the context indicates otherwise.


1.	To elect directors to serve for the ensuing year and until their successors are elected and qualified;


2.	To approve the Amended and Restated 2007 Equity Incentive Plan and increase the shares reserved for issuance thereunder by 45,000,000;


3.	To approve the Amended and Restated 2004 Equity Incentive Plan to provide that future stock options and stock appreciation rights granted under the plan may have a maximum term of 8 years (instead of 6 years);


4.	To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending August 28, 2014;


5.	To approve a non-binding resolution to approve the compensation of our Named Executive Officers as described in the proxy statement; and


6.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only shareholders of record at the close of business on November 25, 2013, are entitled to notice of and to vote at the meeting and any postponements or adjournments of the meeting. A complete list of shareholders entitled to vote at the meeting will be open to the examination of any shareholder, for any purpose germane to the business to be transacted at the meeting, during ordinary business hours for the ten-day period immediately preceding the date of the meeting, at our headquarters at 8000 South Federal Way, Boise, Idaho 83716-9632.

The Securities and Exchange Commission permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, we are sending most of our shareholders a notice regarding the availability of this proxy statement, our Annual Report on Form 10-K for fiscal 2013 and other proxy materials via the Internet (the "Notice"). This electronic process gives you fast, convenient access to the materials, reduces the impact on the environment and reduces our printing and mailing costs. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your vote over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Attendance at the Annual Meeting will be limited to shareholders and our guests. Shareholders may be asked to furnish proof of ownership of our Common Stock before being admitted to the meeting. Directions to the meeting's location accompany the Proxy Statement.

To ensure your representation at the meeting, you are urged to vote. You may vote by telephone or electronically via the Internet. Alternatively, if you received a paper copy, you may sign, date and return the proxy card in the postage-prepaid envelope enclosed for that purpose. Please refer to the instructions included with the proxy card for additional details. Shareholders attending the meeting may vote in person even if they have already submitted their proxy, and any previous votes that were submitted by the shareholder, whether by Internet, telephone or mail, will be superseded by the vote that such shareholder casts at the meeting.



		By Order of the Board of Directors
Boise, Idaho December 12, 2013		D. Mark Durcan Chief Executive Officer

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.

8000 South Federal Way

Boise, Idaho 83716-9632

____________________________

PROXY STATEMENT

FISCAL 2013 ANNUAL MEETING OF SHAREHOLDERS

January 23, 2014

9:00 a.m. Mountain Standard Time

____________________________

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The proxy is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Micron Technology, Inc., for use at the Fiscal 2013 Annual Meeting of Shareholders to be held on January 23, 2014, at 9:00 a.m., Mountain Standard Time, or at any adjournment or postponement thereof (the "Annual Meeting"). The purpose of the Annual Meeting is set forth herein and in the accompanying Notice of Fiscal 2013 Annual Meeting of Shareholders. The Annual Meeting will be held at our headquarters located at 8000 South Federal Way, Boise, Idaho 83716-9632. Directions to the Annual Meeting accompany this Proxy Statement. Our telephone number is (208) 368-4000.

This Proxy Statement and related proxy card are first being distributed on or about December 12, 2013, to all shareholders entitled to vote at the meeting.

Shareholders can vote their shares using one of the following methods:


•	Vote through the Internet at www.proxydocs.com/mu using the instructions included in the notice regarding the Internet availability of proxy materials, the proxy card or voting instruction card;


•	Vote by telephone using the instructions on the proxy card or voting instruction card if you received a paper copy of the proxy materials;


•	Complete and return a written proxy or voting instruction card using the proxy card or voting instruction card if you received a paper copy of the proxy materials; or


•	Attend and vote at the meeting.

Internet and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a paper proxy or voting instruction card. Unless you are planning to vote at the meeting, your vote must be received by 11:59 p.m., Eastern Standard Time, on January 22, 2014.

Record Date

Shareholders of record at the close of business on November 25, 2013 (the "Record Date"), are entitled to notice of and to vote at the meeting.

Revocability of Proxy

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by attending the Annual Meeting and voting in person or by delivering to us a written notice of revocation or another duly executed proxy bearing a date later than the earlier given proxy but prior to the date of the Annual Meeting.

Solicitation

We will bear the cost of solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by our directors, officers and employees, without additional compensation, personally or by telephone or Internet. We intend to use the services of AST Phoenix Advisors, a proxy solicitation firm, in connection with the solicitation of proxies. Although the exact cost of the solicitation services is not known at this time, it is anticipated that the fees paid by us for these services will be approximately $12,500.

Outstanding Shares

We have one class of stock outstanding, common stock, $0.10 par value per share (the "Common Stock"). At November 25, 2013, the Record Date, 1,057,447,584 shares of Common Stock were issued and outstanding and entitled to vote.

Voting Rights and Required Vote

Under the Delaware General Corporation Law and our Restated Certificate of Incorporation and our Bylaws, each shareholder will be entitled to one vote for each share of Common Stock held at the Record Date for all matters, including the election of directors, unless cumulative voting for the election of directors is required (in the manner specified below). The required quorum for the transaction of business at the Annual Meeting is a majority of the votes eligible to be cast by holders of shares of our Common Stock issued and outstanding on the Record Date. Shares that are voted "FOR," "AGAINST" or "ABSTAIN" are treated as being present at the Annual Meeting for the purposes of establishing a quorum and are tallied to determine the shareholders' decision with respect to the matter voted upon (the "Votes Cast"). Abstentions will have the same effect as voting against a proposal. Broker non-votes will be considered present and entitled to vote for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-votes are not deemed to be Votes Cast and, therefore, will not be included in the tabulation of the voting results with respect to voting results for the election of directors or issues requiring the approval of a majority of Votes Cast.

Shares held in a brokerage account or by another nominee are considered held in "street name" by the shareholder or "beneficial owner." A broker or nominee holding shares for a beneficial owner may not vote on matters relating to the election of directors or equity compensation plans unless the broker or nominee receives specific voting instructions from the beneficial owner of the shares. As a result, absent specific instructions, brokers or nominees may not vote a beneficial owner's shares on Items 1, 2, 3 and 5 and such shares will be considered "broker non-votes" for such proposals.

Directors will be elected if the number of votes "FOR" a particular director exceeds the number of votes "AGAINST" that same director. With respect to each other item of business, the "FOR" vote of a majority of the Votes Cast is required in order for such matter to be considered approved by the shareholders.

Cumulative voting for the election of directors shall not be required unless a shareholder has requested cumulative voting by written notice to our Corporate Secretary at least 15 days prior to the date of the meeting. If cumulative voting is required with respect to the election of directors, each voting shareholder may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes among as many candidates as the shareholder thinks fit, provided that votes cannot be cast for more than six candidates. If cumulative voting is required, the persons authorized to vote shares represented by proxies shall have the authority and discretion to vote such shares cumulatively for any candidate or candidates for whom authority to vote has not been withheld.

Voting of Proxies

The shares of Common Stock represented by all properly executed proxies received in time for the meeting will be voted in accordance with the directions given by the shareholders. If no instructions are given with respect to a properly executed Proxy timely received by us, the shares of Common Stock represented thereby will be voted (i) FOR each of the nominees named herein as directors, or their respective substitutes as may be appointed by the Board of Directors, (ii) FOR approval of the Amended and Restated 2007 Equity Incentive Plan, (iii) FOR approval of the Amended and Restated 2004 Equity Incentive Plan, (iv) FOR ratification of the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending August 28, 2014, (v) FOR approval of a non-binding resolution to approve the compensation of our Named Executive Officers as described in the proxy statement; and (vi) in the discretion of the proxy holders for such business which may properly come before the Annual Meeting.

PROPOSAL 1 – ELECTION OF DIRECTORS

Nominees

A board of eight directors is to be elected at the Annual Meeting, all of whom have been recommended for nomination by a majority of the independent directors of the Board of Directors and all of whom are currently serving as directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them for management's eight nominees named below. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any management nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. It is not expected that any nominee listed below will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meeting of Shareholders or until such person's successor has been elected and qualified, except in the case of earlier resignation or removal. Officers are appointed annually by the Board of Directors and serve until their successors are duly appointed and qualified, except in the case of earlier resignation or removal. The names of the nominees and certain information about them are set forth below:

Served as a Director Since

Board Committees*

Name of Nominee

Age

Principal Occupation

Robert L. Bailey

Former Chairman of PMC-Sierra, Inc.

2007

Richard M. Beyer

Former Chairman and Chief Executive Officer of Freescale Semiconductor, Inc.

2013

Patrick J. Byrne

Vice President Strategy & Business Development and Chief Technical Officer of Danaher Corporation

2011

D. Mark Durcan

Chief Executive Officer of Micron Technology, Inc.

2012

Warren East

Former Chief Executive Officer of ARM Holdings PLC

2013

Mercedes Johnson

Former Chief Financial Officer of Avago Technologies Limited

2005

Lawrence N. Mondry

Chief Executive Officer of Flexi Compras Corporation

2005

Robert E. Switz

Chairman of the Board of Micron Technology, Inc.

2006

_______________________

* A = Audit Committee, C = Compensation Committee, G = Governance Committee

Set forth below are the principal occupations of the nominees for at least the past five years:

Robert L. Bailey was the Chairman of the Board of Directors of PMC-Sierra ("PMC") from 2005 until May 2011 and also served as PMC's Chairman from February 2000 until February 2003. Mr. Bailey served as a director of PMC from October 1996 to May 2011. He also served as the Chief Executive Officer of PMC from July 1997 until May 2008. PMC is a leading provider of broadband communication and semiconductor storage solutions for the next-generation Internet. Mr. Bailey currently serves on the Board of Directors of Entropic Communications. Mr. Bailey holds a BS degree in Electrical Engineering from the University of Bridgeport and an MBA from the University of Dallas. He has served on our Board of Directors since 2007.

Mr. Bailey's experience as CEO and Chairman of a leading technology company has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management.

Richard M. Beyer was Chairman and CEO of Freescale Semiconductor, Inc. from 2008 through June 2012 and served as a director with Freescale until April 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and Director of Intersil Corporation from 2002 to 2008. He has also previously served in executive management roles at FVC.com, VLSI Technology and National Semiconductor Corporation. He currently serves on the Board of Directors of Dialog Semiconductor and Analog Devices, Inc. Mr. Beyer served three years as an officer in the United States Marine Corps. He holds a BA and a MA in Russian from Georgetown University and a MBA in Marketing and International Business from Columbia University Graduate School of Business. Mr. Beyer joined our Board of Directors in January 2013.

Mr. Beyer's experience as the CEO and a director at leading technology companies has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management.

Patrick J. Byrne has served as the Vice President of Strategy and Business Development and Chief Technical Officer of Danaher Corporation since November 2012. Danaher Corporation designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Prior to that, Mr. Byrne served as Director, President and Chief Executive Officer of Intermec, Inc. from 2007 to May 2012. Mr. Byrne was with Agilent Technologies, Inc. from 1999 to 2007 and served in various management positions. Mr. Byrne is also a member of the Board of Directors of Flow International Corporation. Mr. Byrne holds a BS degree in Electrical Engineering from the University of California, Berkeley, and an MS degree in Electrical Engineering from Stanford University. Mr. Byrne joined our Board of Directors in April 2011.

Mr. Byrne's experience in executive management at public companies has given him expertise in the technology industry as well as business operations, finance, corporate development, corporate governance and management.

D. Mark Durcan joined us in June 1984 and has served in various positions since that time. Mr. Durcan was appointed our Chief Operating Officer in February 2006, President in June 2007 and Director and Chief Executive Officer in February 2012. Mr. Durcan has been an officer since 1996. Mr. Durcan holds a BS and MChE in Chemical Engineering from Rice University. Mr. Durcan has served on our Board of Directors since February 2012.

Mr. Durcan has been with us for over 29 years and his experiences have given him extensive expertise in our business and operations. He has developed expertise in the areas of finance, corporate development, corporate governance, business strategy and management.

Warren East was the CEO of ARM Holdings PLC from October 2001 to July 2013. He originally joined ARM in 1994, and served in various roles prior to being appointed CEO. He currently serves on the board of De La Rule PLC. Mr. East is a chartered engineer, Distinguished Fellow of the British Computer Society, Fellow of the Institution of Engineering and Technology, Fellow of the Royal Academy of Engineering and a Companion of the Chartered Management Institute. Mr. East holds BA BSc(Eng) and MBA MEng in Engineering Science from Oxford University and an MBA and honorary doctorate from Cranfield University. Mr. East joined our Board of Directors in July 2013.

Mr. East's experience as CEO of a leading technology company has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management.

Mercedes Johnson was the Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a supplier of analog interface components for communications, industrial and consumer applications, from December 2005 to August 2008. She also served as the Senior Vice President, Finance, of Lam Research Corporation ("Lam") from June 2004 to January 2005 and as Lam's Chief Financial Officer from May 1997 to May 2004. Ms. Johnson holds a degree in Accounting from the University of Buenos Aires and currently serves on the Board of Directors for Intersil Corporation and Juniper Networks, Inc. Ms. Johnson is the Chairman of the Board's Audit Committee and has served on our Board of Directors since 2005.

Ms. Johnson's experience as the CFO of several technology companies has given her expertise in finance, corporate development, corporate governance, management and operations.

Lawrence N. Mondry has been the Chief Executive Officer of Flexi Compras Corporation, a rent-to-own retailer, since June 2013. Mr. Mondry was the President and Chief Executive Officer of CSK Auto Corporation ("CSK"), a specialty retailer of automotive aftermarket parts, from August 2007 to July 2008. Prior to his appointment at CSK, Mr. Mondry served as the Chief Executive Officer of CompUSA Inc. from November 2003 to May 2006. Mr. Mondry joined CompUSA in 1990. Mr. Mondry is the Chairman of the Board's Compensation Committee and Governance Committee. He has served on our Board of Directors since 2005.

Mr. Mondry's experience as the CEO of various retailers has given him expertise in operations, management, finance and corporate development. Mr. Mondry's retail expertise is especially relevant to our Lexar and Crucial businesses.

Robert E. Switz was the Chairman, President and Chief Executive Officer of ADC Telecommunications, Inc., ("ADC"), a supplier of network infrastructure products and services from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Mr. Switz holds an MBA from the University of Bridgeport as well as a BS in Business Administration from Quinnipiac University. Mr. Switz also serves on the Board of Directors for Broadcom Corporation, Cyan Optics, Inc., GT Advanced Technologies and Leap Wireless International, Inc. He has served on our Board of Directors since 2006 and was appointed Chairman of the Board in February 2012.

Mr. Switz's experience as CEO and Chairman of a leading technology company has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management.

There are no family relationships between any of our directors or executive officers.

The Board of Directors recommends voting "FOR" approval of the nominees listed above.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics that is applicable to all our directors, officers and employees. A copy of the Micron Code of Business Conduct and Ethics is available at www.micron.com/about/our-commitment/governance/ethics and is also available in print upon request. Any amendments or waivers of the Code of Business Conduct and Ethics will also be posted on our website within four business days of the amendment or waiver as required by applicable rules and regulations of the Securities and Exchange Commission ("SEC") and the Listing Rules of NASDAQ.

Director Independence

The Board of Directors has determined that directors Bailey, Beyer, Byrne, East, Johnson, Mondry and Switz qualify as independent directors. In determining the independence of our directors, the Board of Directors has adopted independence standards that mirror exactly the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of NASDAQ. None of these directors have a relationship with us, other than any relationship that is categorically not material under the guidelines referenced above. See "Certain Relationships and Related Transactions."

Board Leadership Structure

Mr. Switz has served as our Chairman of the Board since February 2012. We do not have a fixed policy on whether the roles of chairman and CEO should be separate or combined. The decision is based on our and our shareholders' best interests under the circumstances existing at the time. In his role as Chairman, Mr. Switz oversees meetings of the independent directors and acts as a liaison between the independent directors and CEO.

Risk Assessment Role

The Board of Directors is responsible for overseeing the major risks we face and reviewing management's proposals for their mitigation. In addition, the Board has delegated oversight of certain categories of risk to the Audit, Compensation and Governance Committees. The Audit Committee reviews and discusses with management significant financial and nonfinancial risk exposures and the steps management has taken to monitor, control, and report such exposures. The Compensation Committee oversees management of risks relating to our compensation plans and programs. The Governance Committee manages risks associated with board governance and director independence. The Audit, Compensation and Governance Committees report to the Board regularly on matters relating to the specific areas of risk the committees oversee.

Compensation Risks

We have assessed our compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. We assessed our compensation programs to determine if the programs' provisions and operations create undesired or unintentional risk of a material nature. We also reviewed the results of our findings with Mercer, our outside compensation consultant. This risk assessment process included a review of program policies and practices; program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward and risk control. Although we reviewed all compensation programs, we focused on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In most cases, our compensation policies and practices are centrally designed and administered, and are substantially the same at each business unit. Certain internal groups have different or supplemental compensation programs tailored to their specific operations and goals, and programs may differ by country due to variations in local laws and customs. In addition, we are in the process of implementing our compensation practices and policies at the facilities we acquired in July 2013 when we completed the acquisition of Elpida Memory, Inc.

Compensation Consultant

The Compensation Committee annually engages a compensation consultant, currently Mercer, to provide a comprehensive review of executive compensation matters. Mercer provides the Compensation Committee with information for all of our officers on cash and non-cash compensation elements and historical and trend payment data.

The Compensation Committee has established procedures that it considers adequate to ensure that Mercer's advice to the Compensation Committee remains objective and is not influenced by our management. These procedures include: a direct reporting relationship to the Compensation Committee; a provision in the Compensation Committee's engagement letter with Mercer specifying what information, data, and recommendations can be shared with management; and an annual update to the Compensation Committee on Mercer's relationship with us, including a summary of the work performed for us during the preceding 12 months. The specific activities that Mercer undertakes for us include:


•	review non-employee director compensation;


•	review the Compensation Peer Group (as defined in the Compensation Discussion and Analysis) and recommend any changes to its members;


•	benchmark total direct compensation and its components (salary, short-term incentives and long-term incentives) of our officers using several data sources;


•	evaluate our historical pay-for-performance relationship;


•	review the metrics and targets associated with the annual short-term incentives and long-term incentive plans;


•	review the proposed equity grants for executives, along with vesting recommendations;


•	assist with a risk assessment of our compensation practices;


•	review a draft of the compensation discussion and analysis component of proxy disclosure; and


•	attend the Compensation Committee meetings in which executive compensation matters are discussed.

We paid Mercer a total of $444,876 in fiscal 2013 for services provided. Of this amount, $130,212 was paid as a result of the executive and non-employee director compensation consulting work Mercer performed for the Compensation Committee and Governance Committee and $314,664 was paid as a result of the work Mercer performed related to our 401(k) Plan and other human resource functions. The decision to use Mercer for services other than those provided to the Compensation Committee and Governance Committee was made by our management and not the Compensation Committee.

In addition, the Compensation Committee considered the independence of Mercer in light of SEC rules and NASDAQ listing standards. The Compensation Committee received a letter from Mercer addressing its independence, including the following factors: (i) other services provided to the Company by Mercer; (ii) fees paid by the Company as a percentage of Mercer's total revenue; (iii) policies or procedures maintained by Mercer that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (v) any Company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between the Company's executive officers and Mercer or the individual consultants involved in the engagement. The Compensation Committee concluded that there were no conflicts of interest with Mercer.

Board Meetings and Committees

Our Board of Directors held five meetings during fiscal 2013. The Board of Directors met in Executive Session four times during fiscal 2013. In fiscal 2013, the Board of Directors had a standing Audit Committee, Governance Committee and Compensation Committee. During fiscal 2013, the Audit Committee met ten times, the Governance Committee met four times and the Compensation Committee met three times. In addition to formal committee meetings, the chairmen of the committees engaged in regular discussions with management regarding various issues relevant to their respective committees. All incumbent directors attended 75% or more of the total number of meetings of the Board of Directors during fiscal 2013. All incumbent directors who served on the Audit, Governance and Compensation Committees attended 75% or more of the total number of committee meetings during fiscal 2013. With the exception of Mr. Mondry, all members of our Board were present at the fiscal 2012 Annual Meeting of Shareholders. We encourage director attendance at the Annual Meeting of Shareholders.

The Audit Committee, the Governance Committee and the Compensation Committee each have written charters that comply with federal and NASDAQ rules relating to corporate governance matters. Copies of the committee charters as well as our Corporate Governance Guidelines are available at www.micron.com and are also available in print upon request to corporatesecretary@micron.com. The Board has determined that all the members of the Audit Committee, the Governance Committee, and the Compensation Committee satisfy the independence requirements of applicable federal laws and the Listing Rules of NASDAQ for such committees.

Our Corporate Governance Guidelines specify a mandatory retirement age of 70 for members of our Board of Directors but give the Board the discretion to waive the requirement on an annual basis.

Audit Committee

Ms. Johnson and Messrs. Bailey and Switz currently serve on the Audit Committee. Ms. Johnson has served as the Chairman of the Audit Committee since October 2010. The Board has determined that Ms. Johnson and Messrs. Bailey and Switz each qualify as an "audit committee financial expert" for purposes of the rules and regulations of the SEC. The purpose of the Audit Committee is to assist the Board in overseeing and monitoring:


•	the integrity of our financial statements;


•	the performance of our internal audit function;


•	the performance of our Independent Registered Public Accounting Firm;


•	the qualifications and independence of our Independent Registered Public Accounting Firm; and


•	our compliance with legal and regulatory requirements.

The Audit Committee is also responsible for preparing the Audit Committee report that is included in our annual Proxy Statement. See "Report of the Audit Committee of the Board of Directors." The complete duties and responsibilities of the Audit Committee are set forth in its written charter, which is available at www.micron.com and is also available in print upon request to corporatesecretary@micron.com.

Governance Committee

Ms. Johnson and Messrs. Bailey, Beyer, Byrne, East, Mondry and Switz currently serve on the Governance Committee. Mr. Mondry has served as Chairman of the Governance Committee since October 2009. The responsibilities of the Governance Committee include assisting the Board in discharging its duties with respect to the following:


•	the identification and selection of nominees to our Board of Directors;


•	director compensation;


•	the development of our Corporate Governance Guidelines; and


•	the annual evaluations of the Board and its committees.

The complete duties and responsibilities of the Governance Committee are set forth in its written charter, which is available at www.micron.com and is also available in print upon request to corporatesecretary@micron.com.

The Governance Committee is responsible for identifying nominees for our Board of Directors. While we do not have a list of minimum qualifications that nominees must possess or a specific policy regarding diversity, the following factors are strongly considered by the Governance Committee in making its recommendations: substantial experience in the semiconductor industry or related industries; strong business acumen and judgment; excellent interpersonal skills; business relationships with key individuals in industry, government and education that may be of significant assistance to us and our operations; familiarity with accounting rules and practices; and "independence" as defined and required by the Listing Rules of NASDAQ and relevant rules and regulations of the SEC. In the event the Board of Directors has determined that it would be advisable to add additional members to the Board, the Governance Committee works with a third party executive search firm to assist them in the identification and evaluation of potential candidates to our Board of Directors.

The Governance Committee will consider director nominee recommendations from shareholders. Shareholder recommendations for directors are subject to the same criteria used to evaluate other candidates. Shareholders wishing to recommend a prospective nominee should submit the candidate's name and qualifications to our Corporate Secretary at corporatesecretary@micron.com. Our Bylaws contain the provisions that address the process by which a shareholder may nominate an individual to stand for election to our Board of Directors. A copy of our Bylaws can be found on the Corporate Governance page of our website at www.micron.com and is available in print upon request to corporatesecretary@micron.com.

Compensation Committee

Messrs. Beyer, Byrne, East and Mondry currently serve on the Compensation Committee of the Board of Directors. Mr. Mondry has served as the Chairman of the Compensation Committee since January 2012. The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers. See the "Compensation Discussion and Analysis" and the "Compensation Committee Report" for information regarding how the Compensation Committee sets executive compensation levels. The complete duties of the Compensation Committee are set forth in its written charter, which is available at www.micron.com and is also available in print upon request to corporatesecretary@micron.com.

Executive Sessions and Communications with the Board of Directors

Mr. Switz has been the Chairman of our Board of Directors since February 2012. As part of his duties as Chairman, Mr. Switz chairs executive session meetings of our Board (meetings in which only non-employee directors are present). Shareholders and interested parties wishing to communicate with our Board of Directors may contact Mr. Switz at chairman@micron.com.

COMPENSATION OF DIRECTORS

The Governance Committee of the Board of Directors oversees the setting of compensation for our non-employee members of the Board of Directors. At the end of each of fiscal 2012 and fiscal 2013, the Governance Committee engaged Mercer to review and evaluate director compensation for the ensuing year, in light of prevailing market conditions. Mercer gathered and reviewed market data for non-employee directors from the same Compensation Peer Group used to evaluate officer compensation. For a discussion of peer group companies please see "Executive Compensation and Related Information Compensation Discussion and Analysis." For fiscal 2013, upon completion of its review and evaluation, the Governance Committee recommended that the Board of Directors make no changes to the directors' compensation. For fiscal 2014, upon completion of its review and evaluation, the Governance Committee recommended that the Board of Directors increase (i) the annual retainer paid to non-employee directors from $80,000 to $100,000 and (ii) the fees paid to the Chairman of the Audit Committee, Compensation Committee, and Governance Committee.

Elements of Director Compensation

Annual Retainer

Non-employee directors are entitled to receive an annual retainer of $100,000. Pursuant to our 2008 Director's Compensation Plan (the "DCP"), non-employee directors may elect to take some or their entire annual retainer in the form of cash, shares of Common Stock or deferred rights to receive Common Stock upon termination as a director. Employee directors receive no additional or special remuneration for their service as directors.

Set forth below are the amounts received by directors for their service as committee chair, Presiding Director or Chairman of the Board in fiscal 2013 and the amounts that are expected to be received in fiscal 2014:



	2013		2014
Audit Committee Chair	$	20,000	$	30,000
Compensation Committee Chair	15,000		20,000
Governance Committee Chair	10,000		15,000
Presiding Director (1)	699		—
Chairman of the Board (1)	150,000		150,000

_______________________


(1)	Mr. Switz was appointed Chairman of the Board on February 4, 2012. As of result of having an independent Chairman, the position of Presiding Director was eliminated in fiscal 2013.

Except for the foregoing, directors do not receive any additional or special remuneration for their service on any of the committees established by the Board of Directors.

We also reimburse directors for travel and lodging expenses, if any, incurred in connection with attendance at Board of Directors' meetings.

Equity Award

Non-employee directors receive an annual equity award. Since fiscal 2007, the equity award has been exclusively in the form of restricted stock. The "targeted value" for the annual non-employee director equity award is established each year by the Board following discussions with Mercer. Since October 2011 the targeted value has been $240,000. The Board did not change the targeted value for fiscal 2014 compensation. The number of restricted shares awarded to each non-employee director is determined by dividing the applicable targeted value by the Fair Market Value of a share of our Common Stock, as defined under our equity plans. For purposes of our equity plans, "Fair Market Value" is the closing price of our Common Stock on the last market-trading day prior to the date of grant. The restrictions on the shares awarded in fiscal 2013 lapse for 100% of such shares on the first anniversary of the date of grant (the "Vesting Period"). Notwithstanding the foregoing, the restrictions will lapse for 100% of such shares in the event a director either reaches the mandatory retirement age or retires from the Board during the Vesting Period having achieved a minimum of three years of service with the Board prior to the effective date of his or her retirement.

Fiscal 2013 Director Compensation

The following table details the total compensation earned by our non-employee directors in fiscal 2013.



Name	Fees Earned or Paid in Cash			Stock Awards(1)		Total
Robert L. Bailey	$	80,000		$	239,997	$	319,997
Richard M. Beyer (2)	48,817			145,050		193,867
Patrick J. Byrne	80,017		(3)	239,997		320,014
Warren East (2)	9,892			29,015		38,907
Mercedes Johnson	100,000			239,997		339,997
Lawrence N. Mondry	109,865			239,997		349,862
Robert E. Switz	230,000			239,997		469,997

_______________________

(1)

On October 17, 2012, each director who was not an employee, other than Mr. Beyer and Mr. East, was granted 41,522 shares of restricted stock with a grant date fair value of $239,997 ($5.78 per share). In connection with their appointment to the Board, Mr. Beyer was granted 18,384 shares of restricted stock with a grant date fair value of $145,050 ($7.89 per share) on January 22, 2013, and Mr. East was granted 2,098 shares of restricted stock with a grant date fair value of $29,015 ($13.83 per share) on July 23, 2013. Grant date fair values were determined in accordance with Financial Accounting Standards Board Accounting Statements Codification Topic 718 ("ASC 718"). For information on the restrictions associated with these awards, see "Elements of Director Compensation – Equity Awards" above. Any dividends payable with respect to our Common Stock will be payable with respect to all awards of restricted stock. The total number of outstanding restricted shares held as of August 29, 2013, for each non-employee director was as follows:



Name		Restricted Stock
Robert L. Bailey		64,599
Richard M. Beyer		18,384
Patrick J. Byrne		64,599
Warren East		2,098
Mercedes Johnson		64,599
Lawrence N. Mondry		64,599
Robert E. Switz		64,599


(2)	Messrs. Beyer and East were appointed to the Board on January 22, 2013 and July 17, 2013, respectively. The amounts reported in the table reflect the amounts earned for partial-year service.


(3)	Amount earned by Mr. Byrne in fiscal 2013 is comprised of $40,017 (approximately 4,268 shares) of stock and $40,000 of cash.

PRINCIPAL SHAREHOLDERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth security ownership information of our Common Stock as of the Record Date (November 25, 2013), based on the most current information provided to us by the beneficial owners, available to us from our own records or provided in SEC filings made by the beneficial owners, for (i) persons known by us to own beneficially more than 5% of our Common Stock, (ii) each director, (iii) each Named Executive Officer listed in the "Summary Compensation Table" set forth herein and (iv) all directors and executive officers as a group:



Name and Address of Beneficial Owner	Number of Shares Owned(1)	Right to Acquire(2)	Total Beneficial Ownership	Percent of Class(3)
Orbis Investment Management (U.S.), LLC ("OIMUS"), Orbis Investment Management Limited ("OIML") and Orbis Asset Management Limited ("OAML") (4)	64,605,991	—	64,605,991	6.1	%
25 Front Street
Hamilton, Bermuda HM11
Baupost Group LLC/MA (5)	64,000,000	—	64,000,000	6.1	%
10 St. James Ave
Suite 1700
Boston, MA 02116
The Vanguard Group (6)	60,550,589	—	60,550,589	5.7	%
100 Vanguard Blvd.
Malvern, PA 19355
Mark W. Adams	642,992	633,999	1,276,991	*
Robert L. Bailey	137,751	—	137,751	*
Richard M. Beyer	32,527	—	32,527	*
Patrick J. Byrne	120,466	—	120,466	*
D. Mark Durcan (7)	1,965,252	2,132,500	4,097,752	*
Warren East	16,241	—	16,241	*
Ronald C. Foster (8)	683,842	707,250	1,391,092	*
Mercedes Johnson	116,242	—	116,242	*
Lawrence N. Mondry	250,834	—	250,834	*
Michael J. Rayfield	230,851	—	230,851	*
Brian M. Shirley	443,581	338,750	782,331	*
Robert E. Switz	197,709	—	197,709	*
All directors and executive officers as a group (20 persons)	7,477,595	5,685,115	13,162,710	1.2	%

_______________________


*	Represents less than 1% of shares outstanding


(1)	Excludes shares that may be acquired through the exercise of outstanding stock options.


(2)	Represents shares that an individual has a right to acquire within 60 days of the Record Date.


(3)	For purposes of calculating the Percent of Class, shares that the person or entity had a Right to Acquire are deemed to be outstanding when calculating the Percent of Class of such person or entity.

(4)

Address listed is for OIML and OAML, the address for OIMUS is 600 Montgomery Street, Suite 3800, San Francisco, CA 94111. OIML is the beneficial owner of 63,992,329 shares of common stock, OIMUS is the beneficial owner of 477,003 shares of common stock and OAML is the beneficial owner of 136,659 shares of common stock. Collectively, OIML, OIMUS and OAML have sole voting and dispositive power as to 64,605,991 shares. This information was taken from Schedule 13G filed August 9, 2013.


(5)	Baupost Group LLC/MA has sole voting and dispositive power as to 64,000,000 shares. This information was taken from Form 13F filed November 13, 2013.


(6)	The Vanguard Group has sole voting as to 1,770,650 shares, dispositive power as to 58,875,917 shares and shared dispositive power as to 1,674,672 shares. This information was taken from Schedule 13G filed February 13, 2013.


(7)	Includes 284,653 shares beneficially owned by C&E Partners L.P. and 3,101 shares beneficially owned by Mr. Durcan's spouse.


(8)	Includes 1,026 shares held jointly with Mr. Foster's spouse.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis presents material information helpful or necessary to understand the objectives and policies of our compensation program for executive officers and the compensation reported in the tables that follow. This discussion focuses on the compensation awarded to, earned by, and paid to the following individuals:


•	Mark W. Adams, our President;


•	D. Mark Durcan, our Chief Executive Officer;


•	Ronald C. Foster, our Chief Financial Officer;


•	Michael J. Rayfield, our Vice President of Wireless Solutions; and


•	Brian M. Shirley, our Vice President of DRAM Solutions.

Throughout this discussion, the foregoing individuals, who are also named in the "Fiscal 2013 Summary Compensation Table," are referred to as our "Named Executive Officers" and the Compensation Committee of the Board of Directors is referred to as the "Committee."

Executive Summary

Objective of our Executive Compensation Program

Our primary long-term corporate objective is to create superior value for our shareholders. The objective of the executive compensation program is to attract, motivate, reward, and retain highly qualified executive officers who are able to achieve the corporate objective of superior value for our shareholders. The executive compensation program is designed to provide a foundation of fixed compensation (base salary and time-based restricted shares) and a significant portion of performance-based compensation (short-term and long-term incentive opportunities, such as cash bonuses and performance-based restricted stock), that align the interests of executives with those of our shareholders. We also use time-based stock options, the value of which is directly tied to stock price performance.

Fiscal 2013 Highlights

•

In July, as a result of completing the acquisition of Elpida Memory, Inc. ("Elpida") we became the second largest memory manufacturer in the world. The acquisition gave us 100% ownership in Elpida, whose assets include a 300mm DRAM fab in Hiroshima, Japan, and an approximate 89% ownership interest in Rexchip Electronics Corporation, which includes 100% of the capacity of their 300mm DRAM fab in Taiwan. In total, the acquisition more than doubled our available DRAM capacity.


•	In addition to capacity, we also gained advanced technology and intellectual property, research and development economies of scale, synergies in technical roadmaps, and the talent and expertise of the Elpida and Rexchip team members.


•	We generated revenue of $9.1 billion, ended the year with over $4.2 billion in cash, marketable investments and restricted cash and improved our gross margin from 12% to 20%.


•	The average selling prices per gigabit for our DRAM and NAND flash products sold to trade customers declined by 11% and 18%, respectively, which reflects improved market conditions.


•	In January, we restructured our Inotera joint venture with Nanya to give us the rights to substantially all of Inotera's output.


•	In order to optimize operations, improve efficiency and increase our focus on our core memory operations, we undertook various restructure activities, including the sale of our 200 mm fabrication facilities in Avezzano, Italy and Kiryat Gat, Israel.

Fiscal 2013 Compensation Highlights


•	In October 2012, the Committee set compensation levels and performance goals for fiscal 2013 based on a review of financial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions.


◦	As a result of this review, none of the Named Executive Officers received an increase in base salary or targeted short-term incentive compensation.


◦	In light of prevailing market conditions, the Committee suspended the Executive Officer Performance Incentive Plan ("EIP") for fiscal 2013. As a result, none of the Company's executive officers received a short-term incentive bonus for fiscal 2013 performance.

◦

Despite the suspension of the EIP, in order to guide the performance of our executive officers and continue to promote our long-term success and shareholder value, the Committee set performance goals for the Company's executive officers. The performance goals were selected due to their correlation to the creation of shareholder value and their alignment with our strategic objectives. For fiscal 2013, our corporate goals were tied to net income, overhead spending, and inventory management.


◦	The following pay mix, based on target amounts, was established for our Named Executive Officers for fiscal 2013:



Named Executive Officer	Base Salary		Short-term Incentive		Long-term Incentive
Mark W. Adams	12	%	15	%	73	%
D. Mark Durcan	11	%	16	%	73	%
Ronald C. Foster	15	%	15	%	70	%
Michael J. Rayfield	18	%	15	%	67	%
Brian M. Shirley	16	%	16	%	68	%


◦	For our long-term equity incentives, we use stock options, time-based restricted stock and performance-based restricted stock. For the performance-based restricted stock, we use a performance goal tied to Return on Assets ("ROA"). ROA is an indicator of how profitable a company is relative to its total assets and is tied to annual earnings and total assets.


◦	For fiscal 2013 the Committee changed the mix of long-term equity incentives for our Named Executive Officers from 50% stock options, 25% time-based restricted stock and 25% performance-based restricted stock to 37.5% stock options, 37.5% time-based restricted stock and 25% performance-based restricted stock. This change was made to better align our long-term equity mix with our peers.


•	CEO Compensation

◦

Mr. Durcan became our CEO in February 2012, and at the time of his appointment, the Committee increased his base salary and short-term incentive opportunity to reflect his new position but his long-term equity incentive opportunity was not changed. For fiscal 2013, the Committee increased Mr. Durcan's long-term equity incentive opportunity to $6,000,000 to reflect his change in position. His base salary and his short-term incentive target did not change.


◦	For fiscal 2013, Mr. Durcan's base salary, short-term incentive target, and long-term incentive opportunity were at or below the market median.


•	In October 2013, the Committee reviewed performance goals and results for fiscal 2013 and determined that the Named Executive Officers had met two of their performance goals at the maximum level and one at the threshold level. Despite these results, the Named Executive Officers did not receive short-term incentive bonuses for fiscal 2013.

Corporate Governance and Compensation Practices Highlights


•	The EIP is performance-based and we have no history of changing performance metrics mid-cycle.


•	We offer limited perquisites to our Named Executive Officers and we do not offer any special retirement benefits for our Named Executive Officers other than participation in our retirement plans on the same basis as other employees.


•	We do not have agreements with our officers that provide tax gross-up protection for change in control excise taxes.


•	Our equity incentive plans prohibit repricing of options or stock appreciation rights ("SARs") (directly or indirectly) without prior shareholder approval.


•	Our insider trading policy prohibits our officers and directors from engaging in pledging or hedging activities involving our stock.


•	We have an independent Chairman of the Board.


•	We have established stock ownership guidelines for our executive officers and directors. For fiscal 2013, all executive officers and directors were in compliance with the guidelines.

Consideration of the 2013 Advisory Vote on Executive Compensation

At the Annual Meeting of Shareholders on January 22, 2013, in our annual advisory vote on executive compensation, over 90% of the shares voted were voted in support of the compensation of our named executive officers. The Committee appreciates and values the views of our shareholders. In considering the results of the fiscal 2012 advisory vote on executive compensation, the Committee concluded that the compensation paid to our executive officers and the Company's overall executive pay practices have strong shareholder support and have been effective in implementing the Company's stated compensation philosophy and objectives. The Committee recognizes that executive pay practices and notions of sound governance principles continue to evolve. Consequently, the Committee intends to continue to seek the advice and counsel of its compensation advisors. Our shareholders may communicate any concerns or opinions on executive pay directly to the Committee or the Board. Please refer to "Executive Sessions and Communications with the Board of Directors" on page 8 for information about communicating with the Board.

Oversight of the Executive Compensation Program

Our executive compensation program is administered by the Committee, which is comprised of Messrs. Beyer, Byrne, East and Mondry. The Committee assists the Board of Directors in discharging its responsibilities with respect to the compensation of our officers. The Committee has direct responsibility to review and approve corporate goals and objectives used to determine the CEO's compensation, evaluate his performance in light of such goals and objectives, and determine and approve his compensation level based on this evaluation. The Committee also reviews the evaluation process and compensation structure for our other officers, including the other Named Executive Officers, and approves their compensation.

The Committee annually engages an outside compensation consultant, currently Mercer. The Committee also works closely with our CEO with respect to the determination of compensation of other officers. A more complete description of the Committee's responsibilities is provided in the Committee's Charter approved by the Board of Directors, which can be found on our website (www.micron.com) in the governance section. A more complete description of the role of the CEO and Mercer in the compensation process is described later in this Compensation Discussion and Analysis. Additional information regarding Mercer, the specific activities that Mercer undertakes for us and related fees can be found under "Corporate Governance – Compensation Consultant" on page 6.

Guiding Principles

We believe we have the best opportunity to attract, motivate, reward and retain qualified individuals, and, thus, to meet our overall objective of increasing shareholder value, by offering a compensation package that is "reasonable" and "competitive" with what our executives could otherwise obtain in the market, and especially from companies within our Compensation Peer Group. Our Compensation Peer Group consists of companies that we believe are especially likely to be our competitors for executive talent and is discussed further in "Market Data Defined" below. What is "reasonable" and "competitive" is gauged against the Market Data (as defined below) and reviewed by the Committee for each of the primary elements of compensation.

Reasonable

As an indication of reasonableness, the Committee typically targets the Market Data median. We believe it is important to retain flexibility in determining the compensation of our officers and, when appropriate, to deviate from the Market Data median due to factors such as:


•	differences in position and level of responsibility among officers, both in absolute terms and relative to our other officers and as compared to similarly situated officers within the Compensation Peer Group,


•	past and anticipated contributions by an officer,


•	technical expertise,


•	Company performance,


•	applicable business unit performance, and


•	length of service and/or experience both in absolute terms and relative to our other officers and as compared to officers within the Compensation Peer Group.

The semiconductor industry is highly volatile and changes in Market Data, which is a compilation of data from many companies, may be dramatic from year to year. Market Data can change as compensation practices change, executives retire or are replaced with less experienced and lower-paid executives, goals are achieved or not achieved resulting in varying payouts, participants in proprietary surveys change, and the completeness or accuracy of compensation data improves or deteriorates. Accordingly, what may have been the "median" or within a reasonable range of competitiveness in one year, may be higher or lower for the next. For this reason, even though the Committee manages compensation in accordance with such guiding principles, officer compensation may vary, above or below the median, or a range from the median, year over year.

Competitive

Given our experience, as well as advice we have received from Mercer, we believe a competitive compensation package will consider and measure compensation practices for executive positions with respect to three primary elements of compensation:


•	base compensation (salary),


•	short-term incentive compensation (cash bonus programs), and


•	long-term incentive compensation (stock options and restricted stock).

We do not require that a particular element comprise a set portion of the total compensation mix. We do believe, however, that a significant portion of the compensation should be variable (such as performance-based incentives) as compared to fixed (such as base salary and time-based restricted shares) and that such variable compensation aligns executives' interests with those of our shareholders. Additionally, although the Committee reviews total direct compensation (which is the sum of base salary, short-term incentive and long-term incentive compensation) for the Named Executive Officers, it does not have a fixed objective with respect to such total direct compensation. For fiscal 2013, the total direct compensation approved by the Committee was below the 75th percentile of Market Data values for Mr. Rayfield, below the 50th percentile of Market Data values for Messrs. Adams and Foster, and below the 25th percentile of Market Data values for Messrs. Durcan and Shirley.

Compensation-setting Process and the Determination of Compensation Levels

The Committee reviews the compensation of our executive officers on an annual basis and sets compensation levels at the beginning of each fiscal year. As part of this process, the Committee reviews our financial results for the year just ended, projections for future periods, our strategic business plan and the Market Data provided by Mercer. The Committee also works with our CEO to establish performance goals that further our strategic objectives.

Mercer reviews the most recent available data and identifies the Market Data values for the 25th, 50th (i.e. median) and 75th percentile with respect to each position or rank. Mercer compares our compensation data, both as to elements and amounts to be paid or potential value to be delivered, with that of the Market Data and reports its findings to the CEO and the Committee. Our CEO works with Mercer by providing our financial data with respect to the most-recently completed fiscal year. The CEO also reviews projected financial results for the current fiscal year and our strategic business plan. The CEO makes suggestions as to base salary, recommends a potential set of Company-wide and/or business unit metrics and targets for the current fiscal year with respect to short-term incentives and offers suggestions as to long-term incentive compensation for the executive officers other than himself. He makes no recommendations as to his own level of compensation.

The Committee reviews the Market Data, discusses the Market Data with the CEO and with Mercer, discusses individual officer performance based on input from the CEO and, without the CEO present, discusses the CEO's own performance for the most-recently completed fiscal year and anticipated performance for the current year. The Committee uses the Market Data and the deliberations to determine whether our compensation is competitive and reasonable as described above and whether, and to what extent, the Committee believes it would be appropriate to deviate from the Market Data and competitive practices. Following this deliberation, the Committee exercises its business judgment to certify the payment of compensation based on the financial results for the most-recently completed fiscal year, and approves the compensation for the current fiscal year, including the metrics and targets for the current year.

Components of the Executive Compensation Program

Fiscal 2013 base salaries

The purpose of a competitive base salary is to compensate executives for performing their day-to-day job responsibilities. Base salaries are generally targeted to approximate the Market Data median but may be above or below depending upon an executive's contributions, experience, performance and length of service. At the completion of fiscal 2012, the Market Data showed that the base salaries of all of the Named Executive Officers were below the 50th percentile for their positions or ranks. The Committee determined not to change the base salaries of the Named Executive Officers for fiscal 2013.

Fiscal 2013 short-term incentive awards

With respect to short-term incentive compensation, we pay for achievement of financial, operational and strategic objectives approved by the Committee at the beginning of each fiscal year. The short-term incentive opportunities are set to be competitive with market practices but actual incentive payouts are commensurate with achievement. Thus, we have adopted a "pay for performance" approach as it relates to short-term incentives.

Historically, we provided annual short-term incentive cash awards to our executive officers pursuant to the Executive Officer Performance Incentive Plan ("EIP"). The EIP was approved by our shareholders in 2004 and 2009. The purpose of the EIP is to attract, retain and reward qualified executives who are important to our success by providing performance-based, incentive cash awards for outstanding performance at the individual, business-unit and/or company-wide level. However, in light of prevailing market conditions, in October 2012 the Committee suspended the EIP for fiscal 2013. The Committee nonetheless established performance goals for fiscal 2013 in order to help guide the performance of our executive officers and continue to promote our long-term success and shareholder value. Accordingly, the discussion below describes how the EIP would have operated but for its suspension for fiscal 2013.

The short-term incentive "opportunity" ("Target Award") for each officer is stated in terms of a specified percentage of such officer's base salary and is designed to reward participants for the achievement of specified short-term Company-wide and/or business unit financial, operational or strategic goals. The Committee believes the pre-determined goals, regardless of whether tied to Company-wide or business unit performance, promote our long-term success and shareholder value.

The Committee established the following goals for fiscal 2013:


(a)	Net Income – achieving a positive net income,


(b)	Reduced Overhead Spending – achieving targeted reductions in overhead spending, and


(c)	Inventory Management – achieving annual inventory turn targets.

The target incentive amounts that could have been payable under the EIP for achievement of the fiscal 2013 goals are shown in the columns "Estimated Future Payouts under Non-Equity Incentive Plan Awards" of the "Grants of Plan-Based Awards in Fiscal 2013" table. All goals were established with threshold, target and maximum payout levels, with the target payout requiring a significant level of execution and effort and no assurance of goal achievement.

The Target Awards established for fiscal 2013 for the Named Executive Officers were measured against the Market Data median. However, opportunities are not necessarily limited to the Market Data median, but considered within the factors described under the section labeled "Reasonable" above. For fiscal 2013, the following Target Awards were established:


•	Mr. Adams – 120% of base salary


•	Mr. Durcan – 150% of base salary


•	Mr. Foster – 100% of base salary


•	Mr. Rayfield – 80% of base salary


•	Mr. Shirley – 100% of base salary

The following table shows the Target Award weightings for Messrs. Adams, Durcan, Foster, Rayfield and Shirley among the various goals. The weightings reflect the officer's responsibilities and ability to affect the attainment of the goal.

EIP Weightings (as Percentage of Target Incentive)



Named Executive Officer	(a) Net Income		(b) Overhead Spending		(c) Inventory Management
Mark W. Adams	20	%	60	%	20	%
D. Mark Durcan	20	%	60	%	20	%
Ronald C. Foster	20	%	60	%	20	%
Michael J. Rayfield	20	%	60	%	20	%
Brian M. Shirley	20	%	60	%	20	%

Following a review of fiscal 2013 results, the Committee determined that the Net Income and Overhead Spending goals were achieved at 125% of target and the Inventory Management goal was achieved at 50% of target. As a result of this achievement and the goal weightings, overall achievement was 110% of target. As a result of the suspension of the EIP, no fiscal 2013 bonuses were paid under the EIP to our Named Executive Officers. Had the EIP not been suspended for fiscal 2013, the Named Executive Officers would have received bonuses in the following amounts:



Named Executive Officer	% of Target Achieved	Bonus Earned		Bonus Paid
Mark W. Adams	110%	$	792,000	$	0
D. Mark Durcan	110%	1,485,000		0
Ronald C. Foster	110%	539,000		0
Michael J. Rayfield	110%	360,800		0
Brian M. Shirley	110%	532,400		0

The EIP calls for certain performance goals to be modified with respect to major corporate transactions if permitted by Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). These events are more fully described in the EIP. Additionally, the Committee has the discretion to modify performance goals with respect to Target Awards that are not intended to satisfy Section 162(m) if the Committee determines that due to changes in our business, operations, corporate or capital structure, the existing performance goals are rendered unsuitable for a given performance period. Upon the occurrence of a "change in control" (as defined in the EIP), performance periods are deemed to have ended and the Committee will determine whether performance goals were achieved. Finally, the Committee always retains the ability to exercise "negative discretion" and reduce an amount otherwise earned pursuant to the EIP.

Recruiting and Retention Bonus

Mr. Michael J. Rayfield joined us in September 2012 as our Vice President of Wireless Solutions. In connection with his employment, Mr. Rayfield received a recruiting and retention bonus in the amount of $262,400. This amount is not included in the "Fiscal 2013 Summary Compensation Table" because payment was conditioned upon his continued employment through November 1, 2013, which was during fiscal 2014.

Fiscal 2013 long-term equity incentives

We believe long-term incentive compensation should be tied to our success and increases in shareholder value. Accordingly, stock options and performance-based restricted stock awards are significant components of our executive compensation program. We believe these types of awards are especially aligned with shareholders' interests as their value is contingent upon an increase in stock price or the achievement of certain milestones. To ensure our long-term incentive program helps retain executives, we also grant time-based restricted stock awards. The Committee works with Mercer to determine the allocation and type of performance- and time-based awards to grant each fiscal year. In connection therewith, the Committee reviewed the Market Data, and found that 67% of the companies in the Compensation Peer Group used stock options, 80% of the companies used time-based restricted shares and 67% also used performance-based restricted shares as compensation vehicles for their executives. In setting fiscal 2013 compensation, the Committee changed the mix of long-term equity incentives for our Named Executive Officers from 50% stock options, 25% time-based restricted stock and 25% performance-based restricted stock to 37.5% stock options, 37.5% time-based restricted stock and 25% performance-based restricted stock. This change was made to better align our long-term equity mix with our peers.

With respect to the time-based restricted stock awards for fiscal 2013, the restrictions lapse as to one-fourth of the shares on each anniversary of the date of grant. With respect to the stock option awards for fiscal 2013, the options vest as to one-fourth of the shares on each anniversary of the date of grant. With respect to the performance-based restricted stock awards granted in fiscal 2013, the restrictions will lapse if we achieve a certain percentage ROA over a consecutive rolling four-quarter period between the beginning of fiscal 2013 and the end of fiscal 2016 (the "Share Performance Period"). The achievement during the Share Performance Period of a lower threshold ROA percentage will result in the restrictions lapsing as to one-half of the fiscal 2013 performance-based shares. The achievement during the Share Performance Period of the target ROA percentage will result in the restrictions lapsing as to all of the fiscal 2013 performance-based shares. Both the threshold and target ROA percentages require significant execution and effort with the achievement of neither ROA percentage being assured. In the absence of at least the threshold ROA percentage being achieved during the Share Performance Period, the restrictions will not lapse and the shares will be forfeited.

In determining the amount of the long-term equity incentive awards for Messrs. Adams, Durcan, Foster, Rayfield and Shirley, the Committee reviewed the Market Data and information provided by Mr. Durcan related to the other Named Executive Officer's performance and his recommendation as to the amount of their awards. For fiscal 2013, the long-term equity incentive awards approved by the Committee for each of Messrs. Adams, Durcan, Foster, and Shirley were all below the 50th percentile of the Market Data for their position or rank. Mr. Rayfield was between the 50th and 75th percentile. For information on Mr. Durcan's long-term equity incentive, please see the discussion below on CEO compensation.

In connection with his joining the Company, on October 1, 2012, Mr. Rayfield received a time-based restricted stock award of 60,000 shares and options to purchase 120,000 shares of our Common Stock at an exercise price of $5.99 per share. See "Grants of Plan-Based Awards in Fiscal 2013."

We have not and do not plan to time the granting of long-term incentive awards (or the payment of any other compensation) with the release of material, non-public information. Historically, long-term incentive awards have been made in the first quarter of the fiscal year with the exact grant date corresponding with the date of the meeting of the Committee. Historically, long-term incentive grants to the Named Executive Officers are approved by the Committee on the same day as the grants to other executive officers and the exercise price of stock options is equal to the fair market value of our Common Stock as defined by the equity plan pursuant to which the award is granted. For purposes of our equity plans, fair market value is defined as the closing price as quoted on NASDAQ for the last market-trading day prior to the date of grant.

Other fiscal 2013 employee benefits

Executive perquisites, which for us are minor in scope and amount, are not considered to be material elements of compensation. We provide a competitive level of time off and health, welfare, and retirement benefits to substantially all employees. The Named Executive Officers participate in the same plans as our other employees.

CEO Compensation

The following chart shows the compensation mix for Mr. Durcan and for CEOs in the Compensation Peer Group:

The following chart, which should be read in conjunction with the information below related to the elements of Mr. Durcan's compensation, shows how Mr. Durcan's compensation compared to CEO compensation in the Compensation Peer Group:

Mr. Durcan's compensation is comprised of the following elements:

Base Salary

Mr. Durcan's base salary was set at $900,000 when he became our CEO in February 2012 and has not changed since. Market Data showed that Mr. Durcan's base salary as CEO was approximately 13% below the median.

Short-Term Incentive

Mr. Durcan's short-term incentive target remained at 150% of his base salary for fiscal 2013. Market Data showed that a short-term incentive of 150% of base salary was the median for CEOs. Based on his salary, the dollar amount of Mr. Durcan's short-term incentive Target Award was at the 29th percentile of the Market Data for CEOs. Because of the Committee's suspension of the EIP, Mr. Durcan did not receive a bonus for fiscal 2013.

Long-Term Equity Incentive

Mr. Durcan's long-term equity incentive opportunity based on value was increased in fiscal 2013 to $6,000,000. Mr. Durcan's long-term equity opportunity was not changed when he became our CEO in February 2012. Mr. Durcan's long-term equity incentive opportunity, based on value, changed from approximately 39% below the market median in fiscal 2012 to approximately 35% below the market median in fiscal 2013.

The following table sets forth the elements and amounts of Mr. Durcan's long-term incentive award for fiscal 2013:



Security	Number of Options/Shares(1)(2)	Value(1)
Options	755,000	$	2,250,077
Time-based Restricted Stock	393,000	2,247,960
Performance-based Restricted Stock	262,000	1,498,640
	1,410,000	$	5,996,677

_______________________

(1)

Information related to Mr. Durcan's long-term incentive award also is included in the "Grants of Plan-Based Awards in Fiscal 2013" table. The stock options are listed in the column "Option Awards: Number of Securities Underlying Options," the time-based share amounts are listed in the column "Stock Awards: Number of Shares of Stock or Units," and the performance-based share amounts are listed in the column "Estimated Future Payouts under Equity Incentive Plan Awards Target." The values included in those tables reflect the grant-date fair value under ASC Topic 718.

(2)

The number of options granted to Mr. Durcan was determined by dividing $2,250,000 (37.5% of $6,000,000) by approximately $2.98, the estimated fair value of our stock options on the day of the Committee's meeting on executive compensation. The number of time-based restricted shares granted to Mr. Durcan was determined by dividing $2,250,000 (37.5% of $6,000,000) by $5.72, the closing price of our Common Stock on the day prior to the Committee's meeting on executive compensation. The number of performance-based restricted shares granted to Mr. Durcan was determined by dividing $1,500,000 (25% of $6,000,000) by $5.72.

Severance and Change in Control Arrangements

Severance Agreements

Each of our Named Executive Officers has a similar severance agreement in place (the "Severance Agreements"). We believe severance agreements for certain of our officers are in the best interests of us and our shareholders. The Severance Agreements help us attract and retain qualified executive talent, promote candid discussion among our officers, help provide for a smooth transition when there is a change in management, provide the officer with benefits in consideration of a promise not to compete with us after termination of employment, and release us, and our officers, directors, employees and agents from any and all claims.

The Severance Agreements provide for severance payments upon termination of employment for any reason, including death and voluntary or involuntary termination. The Severance Agreements provide for a "Transition Period," which begins upon a "separation of service" as defined in Section 409A of the Code, regardless of when a termination of employment or loss of officer status occurs, and ends after a period of one year.

Provided an officer complies with post-employment obligations and restrictions described below and all other terms of the Severance Agreement, the officer is entitled to receive compensation during the Transition Period equivalent to the compensation and benefits customarily provided to such officer while employed including, but not limited to, salary, executive bonus, and continued vesting of any granted stock options and restricted shares. With respect to cash and equity awards that are performance-based, the officer is entitled to receive such awards only if the goals are achieved before or during the applicable Transition Period. Such terminated officers are not entitled to receive any new awards under our equity plans or the EIP or to the payment of any compensation that would be deferred past the Transition Period due to payment criteria of an incentive program, as those criteria exist as of the Termination Date.

Terminated officers are subject to the following obligations and restrictions:


•	A one-year non-competition obligation,


•	Confidentiality obligations related to our proprietary and confidential information that last indefinitely,


•	A non-disparagement and confidentiality obligation surrounding the reasons for, and circumstances of, the officer's termination of employment or change in officer status that lasts indefinitely. However, we may disclose such information if we determine, in our sole discretion, it is either required by law to be disclosed or necessary to be disclosed to serve a valid business purpose, and


•	Non-solicitation and non-interference provisions relating to our employees and business partners that last at least one year.

Upon receipt of all benefits under the Severance Agreement, we and the officer are considered to have settled, waived, and voluntarily released any and all claims each has or may have against the other, inclusive of any of our affiliates, officers, directors, employees or agents, both individually and in their official capacities, which claims are accruing prior to the end of the Transition Period.

Estimated Severance Payments

See "Severance Agreements" on page 29 for a description of the estimated severance payments as of the end of fiscal 2013 for the current Named Executive Officers.

Change in Control Arrangements

We do not have separate change in control agreements for our executive officers and directors. The Severance Agreements referenced above provide for transitional benefits in the event of termination of employment, including following a change in control. In addition, under the terms of our EIP and our equity compensation plans, awards may be substituted, assumed or accelerated upon a change in control, depending upon the circumstances. The compensation that executive officers and directors could receive if a change of control occurs is intended to allow them to evaluate objectively whether a potential change in control is in the best interest of us and our shareholders. Estimated value that the Named Executive Officers could receive from our change in control provisions can be found in "Change in Control" on page 30.

Consideration of Tax Consequences when Making Compensation Decisions

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to certain of our Named Executive Officers. Qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. The key components of our long-term incentives in the form of stock option grants and performance-based restricted stock awards are designed to comply with the statute. Awards under the EIP also are generally designed to comply with the statute. A number of requirements must be met for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible under all circumstances. Although the Committee believes it is important to preserve the deductibility of compensation under Section 162(m) whenever practicable, it reserves the right to grant or approve compensation or awards that may be non-deductible when it believes such compensation or awards are in our and our shareholders' best interests.

"Market Data" Defined

Compensation data is gathered by Mercer from proxy statements of the Compensation Peer Group and from published compensation surveys. The relevant survey and Compensation Peer Group data for fiscal 2013, each as discussed below, were weighted equally by the Committee and are collectively referred to throughout this discussion as the "Market Data."

Compensation Peer Group Data

Data is gathered from proxy statements and other documents that are filed with the SEC to develop the Compensation Peer Group data.

Mercer works with the Committee and our management team, including our CEO, to identify peer companies for compensation comparison purposes. The peer companies are primarily selected based on their industry, degree of business match (i.e., semiconductor or electronics manufacturing), and comparability of revenue size. All the peer companies have a Global Industry Classification Standard economic sector classification of Information Technology and an industry classification related to semiconductor or other electronic equipment. The companies selected generally fall within a revenue range of approximately 60% to 250% of the size of Micron and have a high degree of business match. We believe our custom peer group is comprised of companies that are likely to be our competitors for executive talent.

Each year the Committee reevaluates the composition of our Compensation Peer Group to ensure that it reflects industry or economic changes that may have occurred during the fiscal year, such as changes in business strategies, operations, revenues, product lines or availability of information. For fiscal 2013, the composition of the Compensation Peer Group changed with the addition of seven new peers and the removal of two peers, Marvell Technology Group Ltd and Nvidia Corporation, due to size. As a result of these changes, our Compensation Peer Group for fiscal 2013 consisted of: Advanced Micro Devices, Inc., Agilent Technologies, Inc., Applied Materials, Inc., Broadcom Corporation, Corning Incorporated, EMC Corporation, Jabil Circuit, Inc., Motorola Solutions, Inc., NetApp, Inc., QUALCOMM Incorporated, SanDisk Corporation, Seagate Technology Plc., Symantec Corporation, Texas Instruments Incorporated, Thermo Fisher Scientific Inc. and Western Digital Corp. These companies are referred to in the compensation discussion and analysis as the "Compensation Peer Group."

When collecting and assessing market compensation data we collect data based on job descriptions first. This permits the Committee to "match" positions held by our executives with those of other companies and, as described more fully below, deviate from benchmarked data based on the factors described earlier. If we are not able to match positions to a reasonable number of companies within the Compensation Peer Group, we look to the rank of the person involved and match ranks, e.g., highest paid Company officer is ranked to the highest paid officer at each company within the Compensation Peer Group.

Survey Data

Survey data may vary from year to year. For fiscal 2013, Mercer used the Radford Executive Survey and Towers Watson Compensation Survey. We believe these surveys are particularly relevant for high technology companies given the high level of participation by such companies in the survey.

Stock Ownership Guidelines

We have established stock ownership guidelines for our executive officers and directors. The Committee believes that officers will more effectively manage a company in the best interests of the shareholders if they are also shareholders. The minimum ownership guideline for directors is to hold shares with a value equal to three and a half times their annual retainer. The minimum ownership guideline for our CEO is to hold shares with a value equal to five times his base salary. The other Named Executive Officers are required to hold shares with a value equal to three times their base salary. Directors and executive officers are given five years to meet the ownership guidelines. The Governance Committee reviews the Ownership Guidelines and monitors each covered executive's progress toward, and continued compliance with, the guidelines. Stock sales restrictions may be imposed upon executive officers and directors if the stock ownership guidelines are not met. All our executive officers and directors are in compliance with the guidelines.

The following table shows the guidelines for each of the current Named Executive Officers as of the Record Date (November 25, 2013):



Named Executive Officer	Guideline Amount		Compliance with Guideline
Mark W. Adams	$	2,250,000	Yes
D. Mark Durcan	5,125,000		Yes
Ronald C. Foster	1,800,000		Yes
Michael J. Rayfield	1,455,000		Yes
Brian M. Shirley	1,800,000		Yes

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and our discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.



	The Compensation Committee
	Richard M. Beyer
	Patrick J. Byrne
	Warren East
	Lawrence N. Mondry

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee (Messrs. Beyer, Byrne, East and Mondry) is or has been one of our officers or employees or an officer or employee of any of our subsidiaries. During fiscal 2013, none of our executive officers served on the Compensation Committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors.

FISCAL 2013 SUMMARY COMPENSATION TABLE

The following table details the total compensation earned by our Named Executive Officers in fiscal 2013, 2012 and 2011.



Name and Principal Position	Year	Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (3)		Non-Equity Incentive Plan Compensation (4)		All Other Compensation (5)		Total
Mark W. Adams	2013	$	600,000	$	—	$	2,185,040	$	1,311,303	$	—	$	13,379	$	4,109,722
President	2012	535,961		—		846,240		749,612		48,148		13,130		2,193,091
D. Mark Durcan	2013	900,000		—		3,746,600		2,250,077		—		13,641		6,910,318
Chief Executive Officer	2012	791,135		500,000		2,533,560		2,248,837		76,403		14,018		6,163,953
(Principal Executive Officer)	2011	641,366		—		1,692,570		1,500,134		421,056		12,250		4,267,376
Ronald C. Foster	2013	490,000		—		1,372,800		825,525		—		13,264		2,701,589
Chief Financial Officer	2012	490,000		—		1,238,400		1,099,817		36,750		15,661		2,880,628
(Principal Financial Officer)	2011	486,769		—		1,123,320		997,531		260,435		12,250		2,880,305
Michael J. Rayfield	2013	384,770		—		1,296,880		940,924		—		17,736		2,640,310
Vice President of
Wireless Solutions
Brian M. Shirley	2013	484,000		—		1,246,960		751,019		—		13,257		2,495,236
Vice President of	2012	484,000		75,000		846,240		749,612		136,246		13,021		2,304,119
DRAM Solutions	2011	484,000		—		842,490		748,149		453,750		12,250		2,540,639

_______________________


(1)	Mr. Rayfield joined the Company as Vice President of Wireless Solutions on September 24, 2012. Mr. Rayfield's base salary for fiscal 2013 was $410,000. Amount shown for fiscal 2013 reflects his prorated salary.


(2)	Fiscal 2012 amounts received pursuant to a supplemental achievement bonus related to successful litigation outcomes.

(3)

Assumptions used in determining the grant-date fair values of option awards is set forth in the "Equity Plans" note to the financial statements included in our annual reports on Form 10-K for fiscal years 2013, 2012 and 2011, which note is incorporated herein by reference. The grant-date fair values for the stock awards are based on the closing price on the last market-trading day prior to the date of grant. The grant date fair value of the performance-based restricted stock awards granted in fiscal 2012 and 2013 was computed by multiplying (i) the maximum number of restricted shares awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the closing price on the last market-trading day prior to the date of grant.


(4)	All amounts shown for Messrs. Adams, Durcan, Foster and Shirley were paid or payable pursuant to the Executive Officer Incentive Plan (the "EIP") and relate to the achievement of certain performance milestones. EIP was suspended for fiscal 2013. See the "Components of the Executive Compensation Program" section of the "Compensation Discussion and Analysis."

(5)

Amounts shown include the matching contributions by us to each of the Named Executive Officers pursuant to our 401(k) plan. For fiscal 2013, the contribution for each of Messrs. Adams, Durcan, Foster and Shirley was $12,750. For fiscal 2013, the contribution for Mr. Rayfield was $17,306, which is comprised of contributions equal to $4,556 in calendar 2012 and $12,750 in calendar 2013. For fiscal 2012, the contribution for each of Messrs. Adams, Durcan, Foster and Shirley was $12,500. For fiscal 2011, the contribution for each of Messrs. Durcan, Foster and Shirley was $12,250.

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2013

The table below sets forth the plan-based award grants to our Named Executive Officers in fiscal 2013.



Name	Plan Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts under Equity Incentive Plan Awards(2)		Stock Awards: Number of Shares of Stock or Units(3)	Option Awards: Number of Securities Underlying Options(4)	Exercise Price of Options(5)		Close Price on Grant Date(5)		Grant Date Fair Value of Stock (or units) and Option(6)
			Threshold		Target		Max		Threshold	Target
Mark W. Adams	2004 Plan	10/16/12							76,500	153,000							$	875,160
President	2004 Plan	10/16/12									229,000						1,309,880
	2004 Plan	10/16/12										440,000	$	5.72	$	5.78	1,311,303
	EIP		$	288,000	$	720,000	$	900,000
D. Mark Durcan	2004 Plan	10/16/12							131,000	262,000							1,498,640
Chief Executive	2004 Plan	10/16/12									393,000						2,247,960
Officer	2004 Plan	10/16/12										755,000	5.72		5.78		2,250,077
	EIP		540,000		1,350,000		1,687,500
Ronald C. Foster	2004 Plan	10/16/12							48,000	96,000							549,120
Chief Financial	2004 Plan	10/16/12									144,000						823,680
Officer	2004 Plan	10/16/12										277,000	5.72		5.78		825,525
	EIP		196,000		490,000		612,500
Michael J. Rayfield	2004 Plan	10/16/12							33,000	66,000							377,520
Vice President of	2004 Plan	10/16/12									98,000						560,560
Wireless Solutions	2004 Plan	10/1/12									60,000						358,800
	2004 Plan	10/16/12										189,000	5.72		5.78		563,264
	2004 Plan	10/1/12										120,000	5.99		5.77		377,660
	EIP		131,200		328,000		410,000
Brian M. Shirley	2004 Plan	10/16/12							43,500	87,000							497,640
Vice President of	2004 Plan	10/16/12									131,000						749,320
DRAM Solutions	2004 Plan	10/16/12										252,000	5.72		5.78		751,019
	EIP		193,600		484,000		605,000

_______________________


(1)	Represents estimated EIP payouts for fiscal 2013. Payment of bonuses under the EIP is dependent upon meeting specified performance goals. Bonuses were not paid to the Named Executive Officers in fiscal 2013 as a result of the suspension of the EIP. See the"Components of the Executive Compensation Program" section of the "Compensation Discussion and Analysis."


(2)	Represents restricted stock awarded in fiscal 2013 under the 2004 Equity Incentive Plan (the "2004 Plan") with performance-based restrictions. Information related to the performance-based restrictions associated with these shares is contained in Compensation Discussion and Analysis. Target amounts represent the maximum number of shares that may be awarded.


(3)	Represents restricted stock awarded in fiscal 2013 under the 2004 Plan with time-based restrictions. Time-based restrictions lapse in four equal installments over a four-year period from the date of the award.


(4)	Represents options awarded in fiscal 2013 under the 2004 Plan. All options currently have a term of six years and vest in equal installments over a four-year period.

(5)

Under the 2004 Plan options are required to have an exercise price equal to the fair market value. Fair market value is defined as the closing price on the last market-trading day prior to the date of grant. For purpose of the 2004 Plan and the calculation of "Grant Date Fair Value," the fair market value of our Common Stock on the date of grant referenced in this table for October 1, 2012, was $5.99 (the closing price on September 28, 2012) and for October 16, 2012, was $5.72 (the closing price on October 15, 2012). The closing price of our Common Stock on the date of grant referenced in this table was $5.77 on October 1, 2012 and $5.78 on October 16, 2012.

(6)

The value shown for stock awards is based on the fair value as of the date of grant, disregarding any assumptions as to estimated forfeitures based on continued service. No other assumptions are used in determining the valuation for the stock awards. Assumptions used in determining the fair values of these option awards include estimated future stock price volatility and expected option life. Assumptions used in determining the fair values of these option awards are set forth in the "Equity Plans" note to our financial statements included in our annual report on Form 10-K for fiscal 2013. For performance-based awards, the value is determined based on payout at the target level.

Plan Information

Fiscal 2013 compensatory awards to the Named Executive Officers were made pursuant to the 2004 Plan. The purpose of the 2004 Plan is to promote our success by linking the personal interests of our employees, officers, directors and consultants to those of our shareholders, and by providing participants with an incentive for outstanding performance. Permissible awards under the 2004 Plan include: options, restricted stock, restricted stock units, stock appreciation rights, deferred stock units and dividend equivalent rights. We have issued options, restricted stock and restricted stock units under the 2004 Plan. Options granted under the 2004 Plan have an exercise price equal to the fair market value (as defined by the plan) on the date of grant and a term of six years. For purposes of share counting, each share of restricted stock issued under the 2004 Plan reduces the number of shares available for issuance by two.

Historically, we provided annual bonuses to our executive officers pursuant to the EIP. As discussed above, in October 2012, the Compensation Committee suspended the EIP for fiscal 2013. Accordingly, none of our executive officers received bonuses under the EIP for fiscal 2013 performance. The EIP was reinstated by the Compensation Committee in October 2013, as a result, executive officers are eligible to earn annual bonuses based on achievement of pre-established performance goals for fiscal year 2014.

Lapsing of Restrictions Associated with Restricted Stock Awards

The restrictions associated with the restricted stock granted to the Named Executive Officers include both time-based restrictions and performance-based restrictions. Time-based restrictions lapse in four equal installments over a four-year period. The restrictions associated with performance-based awards are described below.

Issuance and Vesting of Performance-based Awards

Restricted Stock

Our executive officers have been granted restricted stock with performance-based restrictions related to the achievement of a minimum specified ROA goal over a consecutive rolling four-quarter period within a certain time period (the "Share Performance Period"). The achievement during the Share Performance Period of the threshold ROA percentage will result in the restrictions lapsing as to one-half of the performance-based shares. The achievement during the Share Performance Period of the target ROA percentage will result in the restrictions lapsing as to all the performance-based shares. Both the threshold and target ROA percentages require significant execution and effort with the achievement of neither ROA percentage being assured. In the absence of at least the threshold ROA percentage being achieved during the Share Performance Period, the restrictions will not lapse and the shares will be forfeited. The ROA goal associated with the performance-based restricted stock awards granted in fiscal 2011 were not achieved and the stock awards were forfeited in October 2013. The ROA goal associated with the performance-based stock granted in fiscal 2012 and 2013 were achieved at the end of fiscal 2013 and restrictions on those shares lapsed in October 2013 upon the Committee's certification of performance.

Cash Awards

Bonuses were not paid to the Named Executive Officers in fiscal 2013 as a result of the suspension of the EIP. See the "Components of the Executive Compensation Program" section of the "Compensation Discussion and Analysis."

Supplemental cash bonuses were awarded in February 2012 to certain employees, including Messrs. Durcan and Shirley as a result of successful litigation outcomes. The amounts awarded pursuant to these supplemental bonuses are included in the "Fiscal 2013 Summary Compensation Table" in the column "Bonus."

Stock Option Vesting

Since September 2004, options granted generally vest in four equal installments over a four-year period from the date of grant and have a term of six years. We are seeking shareholder approval of an amendment to the 2004 Plan to provide for option terms of eight years. See "Proposal 3 - Approval of Amended and Restated 2004 Equity Incentive Plan."

Determination of Stock-based Compensation

The fair values of option awards were estimated as of the dates of grant using the Black-Scholes option valuation model in accordance with ASC Topic 718. The Black-Scholes model requires the input of assumptions, including the expected stock-price volatility and estimated option life. The expected volatilities utilized were based on implied volatilities from traded options on our stock and on historical volatility. The expected lives of options granted were based, in part, on historical experience and on the terms and conditions of the options. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values.

OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END

The following table provides information with respect to outstanding stock options and restricted stock held by our Named Executive Officers as of August 29, 2013.



	Option Awards						Stock Awards
	Number of Securities Underlying Unexercised Options			Option Exercise Price		Option Expiration Date	Shares or Units of Stock That Have Not Vested				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
Name	Exercisable	Unexercisable		Option Exercise Price		Option Expiration Date	Number		Market Value(1)
Mark W. Adams	141,750	47,250	(2)	$	7.46	10/5/2015	12,500	(7)	$	169,625	62,000	(12)	$	841,340
President	59,249			14.52		1/4/2016	24,500	(8)	332,465		91,000	(13)	1,234,870
	118,499			10.89		2/10/2016	54,750	(9)	742,958		153,000	(14)	2,076,210
	97,500	97,500	(3)	7.59		10/11/2016	229,000	(10)	3,107,530
	64,750	194,250	(4)	5.16		10/11/2017
		440,000	(5)	5.72		10/16/2018
D. Mark Durcan	125,000			14.35		9/23/2013	25,250	(7)	342,643		124,000	(12)	1,682,680
Chief Executive	125,000			15.91		3/29/2014	49,500	(8)	671,715		273,000	(13)	3,704,610
Officer	758,000			4.48		10/3/2014	163,500	(9)	2,218,695		262,000	(14)	3,555,340
	284,250	94,750	(2)	7.46		10/5/2015	393,000	(10)	5,333,010
	195,500	195,500	(3)	7.59		10/11/2016
	194,250	582,750	(4)	5.16		10/11/2017
		755,000	(5)	5.72		10/16/2018
Ronald C. Foster	75,000			5.97		4/1/2014	16,750	(7)	227,298		82,000	(12)	1,112,740
Chief Financial	200,000			4.48		10/3/2014	33,000	(8)	447,810		133,000	(13)	1,804,810
Officer	189,750	63,250	(2)	7.46		10/5/2015	80,250	(9)	1,088,993		96,000	(14)	1,302,720
	130,000	130,000	(3)	7.59		10/11/2016	144,000	(10)	1,954,080
	95,000	285,000	(4)	5.16		10/11/2017
		277,000	(5)	5.72		10/16/2018
Michael J. Rayfield		120,000	(6)	5.99		10/1/2018	60,000	(11)	814,200		66,000	(14)	895,620
Vice President of		189,000	(5)	5.72		10/16/2018	98,000	(10)	1,329,860
Wireless Solutions
Brian M. Shirley	75,000			11.51		9/1/2014	12,500	(7)	169,625		62,000	(12)	841,340
Vice President of	141,750	47,250	(2)	7.46		10/5/2015	24,500	(8)	332,465		91,000	(13)	1,234,870
DRAM Solutions	97,500	97,500	(3)	7.59		10/11/2016	54,750	(9)	742,958		87,000	(14)	1,180,590
	64,750	194,250	(4)	5.16		10/11/2017	131,000	(10)	1,777,670
		252,000	(5)	5.72		10/16/2018

_______________________


(1)	Calculated by multiplying the number of shares of restricted stock by $13.57, the closing price of the Company's Common Stock on August 29, 2013.


(2)	Options vest on October 5, 2013.


(3)	Options vest in equal installments on October 11, 2013 and October 11, 2014.


(4)	Options vest in equal installments on October 11, 2013, October 11, 2014 and October 11, 2015.


(5)	Options vest in equal installments on October 16, 2013, October 16, 2014, October 16, 2015 and October 16, 2016.


(6)	Options vest in equal installments on October 1, 2013, October 1, 2014, October 1, 2015 and October 1, 2016.


(7)	Restrictions on shares lapse on October 5, 2013.


(8)	Restrictions on shares lapse in equal installments on October 11, 2013 and October 11, 2014.


(9)	Restrictions on shares lapse in equal installments on October 11, 2013, October 11, 2014 and October 11, 2015.


(10)	Restrictions on shares lapse in equal installments on October 16, 2013, October 16, 2014, October 16, 2015 and October 16, 2016.


(11)	Restrictions on shares lapse in equal installments on October 1, 2013, October 1, 2014, October 1, 2015 and October 1, 2016.


(12)	Performance-based restrictions on shares lapse upon the achievement of a simple average ROA in any consecutive rolling four quarter period from the first fiscal quarter in 2011 through the end of the fourth fiscal quarter in 2013. The metric was not met and the shares were forfeited on October 16, 2013.


(13)	Performance-based restrictions on shares lapse upon the achievement of a simple average ROA goal in any consecutive rolling four quarter period from the first fiscal quarter in 2012 through the end of the fourth fiscal quarter in 2014. The metric was met in the fourth quarter of 2013 and the restrictions on the shares lapsed on October 16, 2013.


(14)	Performance-based restrictions on shares lapse upon the achievement of a simple average ROA goal in any consecutive rolling four quarter period from the first fiscal quarter in 2013 through the end of the fourth fiscal quarter in 2016. The metric was met in the fourth quarter of 2013 and the restrictions on the shares lapsed on October 16, 2013.

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2013

The following table sets forth information related to the number of options and restricted awards held by each of the Named Executive Officers that were exercised or vested in fiscal 2013 and the value realized.



	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise(1)		Number of Shares Acquired on Vesting(2)	Value Realized on Vesting(3)
Mark W. Adams President	190,000	$	1,379,627	307,750	$	4,498,715
D. Mark Durcan Chief Executive Officer	—	—		681,250	9,900,718
Ronald C. Foster Chief Financial Officer	510,000	4,177,655		316,750	4,384,183
Michael J. Rayfield Vice President of Wireless Solutions	—	—		66,000	1,116,720
Brian M. Shirley Vice President of DRAM Solutions	389,250	2,001,653		241,750	3,381,995

_______________________


(1)	Value calculated by subtracting the exercise price from the sale price multiplied by the number of options exercised.


(2)	Includes performance-based restricted stock tied to fiscal 2013 performance which vested in October 2013.


(3)	Value calculated by multiplying number of shares by the market value per share on the vesting date.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following tables quantify the estimated payments and benefits for each of the Named Executive Officers pursuant to the Severance Agreements and in the event of a change of control as described in the "Severance and Change in Control Arrangements" section of the "Compensation Discussion and Analysis." The amounts listed are estimated amounts that were calculated as if the Named Executive Officers separated from service on August 29, 2013, the last day of fiscal 2013.

Severance Agreements

The "Salary" portion of severance payments are paid on our regular bi-weekly payroll schedule during the officer's Transition Period subject to the possibility of a six-month delay that may be required by Section 409A of the Code. If Section 409A imposes a six-month delay, payments during the delay would be accumulated and paid to the officer on the first day of the seventh month following the Named Executive Officer's separation from service. The remaining payments would then be paid according to our regular payroll schedule.

The "Bonus" portion of the severance payments is paid only if the applicable performance goals are achieved before or during the applicable Transition Period. Such payments are made at the same time that the other officers participating in the applicable bonus plan receive their payments, if any, and typically would occur during our first fiscal quarter.

The "Cash in Lieu of Benefits" portion of the severance payments is calculated based on the difference between the amount of premiums the Named Executive Officer paid each month for benefits coverage as our employee and the estimated premiums the Named Executive Officer would need to pay each month for the same or similar coverage as a former employee. This monthly amount is multiplied by the number of months in the Named Executive Officer's Transition Period and is grossed-up for taxes. All gross-up calculations and payments are based on the standard supplemental withholding rates provided by federal and state guidelines. We do not use the Named Executive Officer's actual tax rate for these calculations. The "Cash in Lieu of Benefits" payment is made within 30 days after the Named Executive Officer's separation from service, subject to the possibility of a six-month delay that may be required by Section 409A of the Code. If Section 409A imposes a six-month delay, the payment would be made to the Named Executive Officer on the first day of the seventh month following the officer's separation from service.



Name	Salary (1)		Bonus (2)		Cash in Lieu of Benefits Payment(3)		Value of Extended Option Vesting and Exercise Period (4)		Value of Extended Restricted Stock Vesting (5)		Value of Unearned Stock Awards (6)		Total
Mark W. Adams President	$	600,000	$	0	$	51,315	$	2,312,891	$	1,360,393	$	3,311,080	$	7,635,679
D. Mark Durcan Chief Executive Officer	900,000		0		64,902		4,647,802		2,751,318		7,259,950		15,623,972
Ronald C. Foster Chief Financial Officer	490,000		0		57,762		2,259,666		1,302,720		3,107,530		7,217,678
Michael J. Rayfield Vice President of Wireless Solutions	410,000		0		53,126		604,619		536,015		895,620		2,499,380
Brian M. Shirley Vice President of DRAM Solutions	484,000		0		26,164		1,821,611		1,027,928		2,415,460		5,775,163

_______________________


(1)	Represents 12 months of the Named Executive Officer's monthly salary as of August 29, 2013.


(2)	No EIP bonuses were paid for fiscal 2013.


(3)	Represents a cash payment for an amount estimated to allow the Named Executive Officer to purchase during the Transition Period benefits similar to those he received while he was our employee. The amount listed includes a gross-up calculation for the tax impact of the payment.

(4)

Represents the value resulting from the additional vesting and exercise period for stock options provided by the Named Executive Officer's Transition Period. The fair value of each option award is estimated as of August 29, 2013 using the Black-Scholes option valuation model. The expected volatilities utilized are based on implied volatility from traded options on our stock and on historical volatility. The expected lives of options are based on the shorter of length of the Transition Period or remaining life of the option. The risk-free interest rates utilized are based on the U.S. Treasury yield in effect on August 29, 2013.


(5)	Represents the value resulting from the additional vesting of restricted shares during the Named Executive Officer's Transition Period. The amount shown is calculated as the number of additional shares that would vest during the Transition Period multiplied by $13.57, our closing stock price on August 29, 2013.


(6)	The performance-based goals of restricted stock awards granted in 2012 and 2013 were met on August 29, 2013 and the restrictions would have lapsed during the Named Executive Officer's Transition Period. Amount shown is calculated as the number of shares on which restrictions would lapse multiplied by $13.57, our closing stock price on August 29, 2013.

Change in Control

We do not have change in control agreements with our Named Executive Officers. However, our equity plans, grant agreements, and EIP have change in control provisions. A change in control is generally defined as a change in the majority of the Board's directors within a specified time period or the acquisition of 35% or more of our outstanding Common Stock.

For equity awards, the impact of a change in control differs for outstanding time-based and performance-based awards. Outstanding time-based awards would automatically become fully vested or the applicable restrictions lapse. Outstanding performance-based awards are treated as if all required performance goals were satisfied on the date of the change in control and are vested or have their restrictions lapse on a pro-rata basis based on the amount of the performance period completed as of the date of the change in control.

Under the EIP, a change in control results in an early payout of awards, to the extent earned. Upon a change in control, performance achievement is measured as of the last day of the month preceding the change in control.

The following table sets forth the estimated benefits payable to the current Named Executive Officers pursuant to the various change in control provisions, assuming a change in control occurred on August 29, 2013.



Name	Bonus(1)		Value of Options(2)		Value of Restricted Stock(3)		Total
Mark W. Adams President	$	0	$	5,959,390	$	8,504,998	$	14,464,388
D. Mark Durcan Chief Executive Officer	0		12,575,690		17,508,693		30,084,383
Ronald C. Foster Chief Financial Officer	0		5,735,158		7,938,450		13,673,608
Michael J. Rayfield Vice President of Wireless Solutions	0		2,393,850		3,039,680		5,433,530
Brian M. Shirley Vice President of DRAM Solutions	0		4,483,590		6,279,518		10,763,108

_______________________


(1)	No bonuses would have been payable as of the last day the month preceding August 29, 2013 due to the suspension of the EIP in fiscal 2013.


(2)	All outstanding options are time-based equity awards and would have fully vested on August 29, 2013. Amount shown is calculated as the excess of $13.57, the closing price of our stock on August 29, 2013, over the accelerated option's exercise price.

(3)

All outstanding time-based restricted stock awards would have fully vested on August 29, 2013. There were three outstanding performance-based restricted stock awards on August 29, 2013: 2011, 2012 and 2013 awards. The performance-based criteria in the 2012 and 2013 restricted stock awards were fully met on August 29, 2013, even without a change in control provision, but the lapsing of the restrictions would have been accelerated to the date of the change in control. If the performance-based criteria in the 2011 restricted stock awards were assumed to have been met on August 29, 2013 pursuant to the change in control provision, then 100% of the shares would have had their restrictions lapse since August 29, 2013 was the last day of the performance period. Amount shown is calculated as the number of shares on which restrictions would lapse multiplied by $13.57 per share, our closing stock price on August 29, 2013.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of August 29, 2013, regarding Common Stock that may be issued pursuant to our equity compensation plans:



	(a) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Shareholders(2)	47,661,641	$	8.24	67,059,333	(3	)
Equity Compensation Plans Not Approved by Shareholders(4)	29,195,715	6.23		9,329,557	(5	)
Totals(6)	76,857,356	7.41		76,388,890

_______________________


(1)	Excludes restricted stock units that convert to shares of Common Stock for no consideration.

(2)

Includes shares issuable or available pursuant to our 1994 Stock Option Plan (the "1994 Plan"), 2000 Lexar Stock Option Plan (the "2000 Lexar Plan"), 2001 Stock Option Plan (the "2001 Plan"), the 2004 Plan, 2007 Equity Incentive Plan (the "2007 Plan") and Numonyx Plan. The 2004 Plan and the 2007 Plan currently provide for a maximum term for options and SARs of six years, all our other equity plans provide for a maximum option term of 10 years. We are seeking shareholder approval of amendments to the 2004 Plan and 2007 Plan to provide for option terms of eight years. See "Proposal 2 – Approval of Amended and Restated 2007 Equity Incentive Plan." and "Proposal 3 – Approval of Amended and Restated 2004 Equity Incentive Plan." The 2004 Plan, the 2007 Plan and the Numonyx Plan are our only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. In addition, none of our equity plans contain provisions that are commonly known as "liberal share counting provisions" or permit the grant of discounted options or SARs.


(3)	Plans permit granting options and full value awards. If issuing full value awards, the number of available shares is 34,652,496.

(4)

Includes shares issuable or available pursuant to our Nonstatutory Stock Option Plan (the "NSOP"), 1997 Nonstatutory Stock Option Plan (the "1997 Plan") and the 1998 Nonstatutory Stock Option Plan (the "1998 Plan"). Options granted under the aforementioned plans have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under these plans are determined by the administrators of the plans or our Board of Directors. Executive officers and directors do not participate in the aforementioned plans.


(5)	None of these shares are available to grant as full value awards.


(6)	The following table contains further information as to awards outstanding and available for issuance under each of our equity plans.



Equity Plan	(a) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a))
Plans Approved by Shareholders
1994 Plan	1,322,899		—
2000 Lexar Plan	368,851		—
2001 Plan	13,123,705		—
2004 Plan	11,309,413	(1)	46,295,730
2007 Plan	18,154,304	(2)	18,517,945
Numonyx Plan	3,382,469	(3)	2,245,658
Approved Plan Total	47,661,641		67,059,333

Plans Not Approved by Shareholders
NSOP	28,439,303		9,197,355
1997 Plan	244,163		33,212
1998 Plan	512,249		98,990
Not Approved Plan Total	29,195,715		9,329,557
Grand Total	76,857,356		76,388,890

_______________________


(1)	Includes 231,163 restricted stock units and excludes 6,612,500 shares of restricted stock.


(2)	Includes 5,372,308 restricted stock units and excludes 343,477 shares of restricted stock.


(3)	Includes 482,453 restricted stock units.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related party transactions are reviewed by our Board of Directors. Related parties include our directors and officers, their family members and affiliates and certain beneficial owners. In cases where the related party is a director or an affiliate of a director, that director does not participate in the review of the proposed transaction. In reviewing a proposed related party transaction, the Board considers all the relevant facts and circumstances of the transaction, such as (i) the nature and terms of the transactions, (ii) the dollar value of the transaction, (iii) whether the terms of the transaction are at least as favorable as they would have been if a related party was not involved, (iv) the business reasons for the transaction, (v) whether the transaction would result in an improper conflict of interest and (vi) the effects of the transaction on the ongoing relationship between us and the related party. For fiscal 2013, there were no related party transactions in excess of $120,000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") requires our directors and executive officers, and persons who own beneficially more than 10% of our Common Stock to file reports of ownership and changes of ownership with the Securities and Exchange Commission and the NASDAQ. Copies of all filed reports are required to be furnished to us pursuant to Section 16(a) of the Exchange Act. All directors, executive officers, and greater than 10% beneficial owners complied with all applicable filing requirements during the fiscal year ended August 29, 2013, based on the reports received or written representations from reporting persons.

PROPOSAL 2 – APPROVAL OF AMENDED AND RESTATED

2007 EQUITY INCENTIVE PLAN.

We currently maintain the Micron Technology, Inc. 2007 Equity Incentive Plan, or the 2007 Plan. The 2007 Plan has been effective in attracting and retaining highly-qualified non-executive employees, non-employee directors and consultants and has provided incentives that align the economic interests of plan participants with those of our shareholders.

As of the Record Date, November 25, 2013, 30,756,406 shares of Common Stock had been issued or remained outstanding under the 2007 Plan, and approximately 18 million shares of Common Stock remained available for future grants. The Company expects to exhaust the existing share reserve of the 2007 Plan in the next 12 to 15 months. Our calculations suggest that it is prudent to replenish the share reserve at this time. Without the additional shares, the Company would need to make changes to its long-term incentives program in order to conserve the remaining share reserve. In order to enable the Company to continue offering meaningful equity-based incentives to key non-executive employees, non-employee directors and consultants, the Board believes that it is both necessary and appropriate to increase the number of shares of Common Stock available for these purposes. Accordingly, the Company is asking its shareholders to approve an amendment and restatement of the 2007 Plan that would increase the total number of shares of Common Stock available for grant under the 2007 Plan by 45 million, which would make available for grant under the 2007 Plan a total of approximately 63 million shares of Common Stock.

Background for the Current Request to Increase the Share Reserve for Equity Incentive Awards

Significant Historical Award Information

Common measures of a stock plan's cost include burn rate, dilution and overhang. The burn rate, or run rate, refers to how fast a company uses the supply of shares authorized for issuance under its stock plan. Over the last three years, the Company has maintained an average equity run rate of only 2.4% of shares of Common Stock outstanding per year. Dilution measures the degree to which our shareholders' ownership has been diluted by stock-based compensation awarded under our various equity plans and also includes shares that may be awarded under our various equity plans in the future ("overhang").

The following table shows how our key equity metrics have changed over the past two years:



Key Equity Metrics	2013	2012
Equity Run Rate (1)	2.4%	2.7%
Overhang (2)	15.3%	19.6%
Dilution (3)	8.0%	10.3%


(1)	Equity run rate is calculated by dividing the number of shares subject to equity awards granted during the year by the weighted-average number of shares outstanding during the year.


(2)	Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants, by (b) the number of shares outstanding at the end of the year.


(3)	Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year.

Number of Shares Requested

We considered several factors in determining to request 45 million additional shares for the 2007 Plan:

•

Assuming shareholder approval of 2007 Plan, 63 million shares will be available for future grant. We expect this amount to last for approximately 3 years of awards. This estimate is based on a run rate of between 2 and 2.5%. While we believed this modeling provided a reasonable estimate of how long such a share reserve would last, there are a number of factors that could impact our future equity share usage.


•	The total overhang resulting from the share request, including awards outstanding under all of our equity plans, represents approximately 17.5% of the shares of Common Stock outstanding as of the Record Date.

Authorized Shares and Stock Price

The Company's Restated Certificate of Incorporation authorizes the issuance of 3 billion shares of Common Stock. There were 1,057,447,584 shares of Common Stock issued and outstanding as of the Record Date and the closing price of a share of Common Stock as of that date was $19.86.

Material Changes

The following is a summary of the material changes to the 2007 Plan under this amendment and restatement, in addition to the change in the share authorization as described above:

•

The 2007 Plan clarifies that, in accordance with the Company's historical practice, the following shares of Common Stock may not again be made available for issuance as awards under the plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding option or SAR, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to an outstanding option or SAR, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the exercise price of an option.


•	The 2007 Plan would remain in effect for 10 years following shareholder approval at the Fiscal 2013 Annual Meeting.


•	The 2007 Plan clarifies that dividends on performance-based full-value awards could not be paid out until the underlying award was earned and vested.


•	The 2007 Plan provides that options and SARs may have a term of up to eight years (as opposed to six years).


•	The 2007 Plan contains "return on assets" as an additional performance measure for Code Section 162(m) purposes. The full list of available performance measures is provided in the summary below.

Important Provisions

The amended and restated 2007 Plan contains a number of provisions that the Company believes are consistent with the interests of shareholders and sound corporate governance practices, including:


•	Fungible Share Pool. The 2007 Plan uses a fungible share pool under which each stock option and SAR counts as one share against the plan share reserve and each stock-based full-value award (which includes any stock-based or stock-settled award other than options or SARs) counts as two shares against the plan share reserve.


•	No liberal share counting for stock options or SARs. The 2007 Plan prohibits the reuse of shares withheld, repurchased or delivered to satisfy the exercise price or minimum tax withholding requirements relating to a stock option or SAR. The Plan also prohibits "net share counting" upon the exercise of options or SARs.

•

No repricing of stock options or SARs. The 2007 Plan prohibits the repricing of stock options or SARs without shareholder approval. This prohibition includes (i) reducing the exercise price or base price of an option or SAR after the date of grant, (ii) canceling an option or SAR in exchange for cash, other awards, or options or SARS with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise, and (iii) any repurchasing an option or SAR for value (in cash or otherwise) if the current fair market value of the shares of Common Stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR.


•	No discounted stock options or SARs. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying Common Stock on the date of grant.


•	No award may be transferred for value. The 2007 Plan prohibits the transfer of unexercised, unvested or restricted awards to third parties for value.


•	No liberal definition of "change in control." The change in control definition contained in the 2007 Plan is not a "liberal" definition that would be activated on mere shareholder approval of a transaction.

•

Minimum Vesting Requirements. Subject to certain limited exceptions, full-value awards granted under the 2007 Plan will either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation.


•	No Dividends on Unearned Awards. The 2007 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards, including performance-based full-value awards.


•	Limitation on Amendments. No material amendments to the 2007 Plan can be made without shareholder approval if any such amendment would materially increase the number of shares reserved or the per-participant award limitations under the plan, or that would diminish the prohibitions on repricing stock options or SARs.

Summary of the 2007 Plan as Proposed to be Amended and Restated

A summary of the 2007 Plan as proposed to be amended and restated is set forth below. This summary is qualified in its entirety by the full text of the 2007 Plan, as proposed to be amended, which is attached to this Proxy Statement as Appendix A.

Purpose; Eligibility

The purpose of the 2007 Plan is to promote the Company's success by linking the personal interests of its employees, officers, directors and consultants to those of the Company's shareholders, and by providing participants with an incentive for outstanding performance.

Employees (other than corporate officers, including the Named Executive Officers) and non-employee directors of the Company or any affiliate, including subsidiaries, are eligible to receive awards under the 2007 Plan. It is expected that approximately 31,000 employees and seven non-employee directors will be eligible to participate in the 2007 Plan.

Permissible Awards.

The plan authorizes the grant of awards in any of the following forms:


•	Options to purchase shares of Common Stock, which may be nonstatutory stock options or incentive stock options under the U.S. Internal Revenue Code (the "Code"). The exercise price of an option granted under the 2007 Plan may not be less than the fair market value of the Company's Common Stock on the date of grant. Stock options granted under the 2007 Plan may have a term of up to eight years.


•	SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of Common Stock on the date of exercise, over the base price of the SAR. The base price of a SAR may not be less than the fair market value of the Company's common stock on the date of grant. SARs granted under the 2007 Plan may have a term of up to eight years.


•	Performance shares, which are payable in Common Stock (or an equivalent value in cash or other property) upon the attainment of performance goals set by the Compensation Committee of the Board of Directors (the "Committee").


•	Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee.


•	Restricted stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash or other property) in the future, based upon the attainment of stated vesting or performance goals set by the Committee.


•	Deferred stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash or other property) in the future, generally without any vesting or performance restrictions.


•	Other stock-based awards in the discretion of the Committee, including unrestricted stock grants.

All awards will be evidenced by a written award certificate between the Company and the participant, which will include such provisions as may be specified by the Committee. Dividend equivalent rights, which entitle the participant to payments in cash or property calculated by reference to the amount of dividends paid on the shares of stock underlying an award, may be granted with respect to awards other than options or SARs.

Awards to Non-Employee Directors

Awards granted under the 2007 Plan to the Company's non-employee directors will be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of non-employee directors as in effect from time to time. The Committee may not make discretionary grants under the 2007 Plan to non-employee directors.

Shares Available for Awards

The proposed amendment and restatement of the 2007 Plan would increase the number of shares that may be issued under the 2007 Plan by 45 million shares. If the shareholders approve the amended and restated 2007 Plan, the aggregate number of shares of Common Stock reserved and available for issuance pursuant to awards granted under the 2007 Plan will be 105 million, subject to adjustment as provided in the 2007 Plan. The maximum number of shares that may be issued to one person upon exercise of incentive stock options granted under the 2007 Plan is 2 million. Each share issued pursuant to "full value" awards, such as restricted stock, unrestricted stock, restricted stock units, deferred stock units, performance shares, or other stock-based awards (other than options or stock appreciation rights) payable in stock, reduces the number of shares available for grant by two shares.

Share Counting

Shares subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will become available for future grants of awards under the 2007 Plan. The following shares of Common Stock may not again be made available for issuance as awards under the 2007 Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding option or SAR, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to an outstanding option or SAR, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the exercise price of an option.

Limitations on Awards

The maximum number of shares of Common Stock that may be covered by options and stock appreciation rights granted under the 2007 Plan to any one person during any one calendar year is 2 million. The maximum number of shares of Common Stock that may be granted under the 2007 Plan in the form of restricted stock, restricted stock units, deferred stock units, performance shares or other stock-based awards (other than options or stock appreciation rights) under the 2007 Plan to any one person during any one calendar year is 2 million.

Minimum Vesting Requirements

With certain exceptions, full-value awards granted under the 2007 Plan will be subject to a minimum vesting period of three years (which may include graduated vesting) or one year if the vesting is performance-based. Exceptions include awards issued in substitution for awards in a business combination; awards issued for foregone compensation; accelerated vesting in the case of death, disability or retirement, or the occurrence of a change in control (as defined in the 2007 Plan); and awards covering 5% or fewer of the total number of shares of Common Stock authorized under the 2007 Plan.

Administration

The plan will be administered by the Committee. The Committee will have the authority to grant awards; designate participants; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2007 Plan; and make all other decisions and determinations that may be required under the 2007 Plan. The Board of Directors may at any time administer the 2007 Plan. If it does so, it will have all the powers of the Committee under the 2007 Plan.

In addition, the Board or the Committee may expressly delegate to a special committee some or all of the Committee's authority, within specified parameters, to grant awards to eligible participants who, at the time of grant, are not executive officers and are not reasonably anticipated to be become officers subject to the deduction limits of Section 162(m) of the Code.

Deductibility under Section 162(m)

The 2007 Plan is designed to comply with Code Section 162(m) so that grants of market-priced options and stock appreciation rights under the 2007 Plan, and other awards that are conditioned on performance goals as described below, may be excluded from the calculation of annual compensation for purposes of Code Section 162(m) and may be fully deductible. A number of requirements must be met for particular compensation to so qualify, however, so there can be no assurance that such compensation under the 2007 Plan will be fully deductible under all circumstances. While the Committee believes it is important to preserve the deductibility of compensation under Code Section 162(m) generally, the Board and the Committee reserve the right to grant or approve awards or compensation that is non-deductible.

Performance Goals

The Committee may designate any award as a qualified performance-based award in order to make the award fully deductible without regard to the $1 million deduction limit imposed by Code Section 162(m). If an award is so designated, the Committee must establish objectively determinable performance goals for the award. Performance goals for such awards shall be based on one or more of the following financial, strategic and operational business criteria:


•	gross and/or net revenue (including whether in the aggregate or attributable to specific products);


•	cost of goods sold and gross margin;


•	costs and expenses, including research and development and selling, general and administrative expenses;


•	income (gross, operating, net, etc.);


•	earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or on a per share basis);


•	cash flows and share price;


•	return on assets, investment, capital or equity;


•	manufacturing efficiency (including yield enhancement and cycle time reductions), quality improvements and customer satisfaction;


•	product life cycle management (including product and technology design, development, transfer, manufacturing introduction, and sales price optimization and management);


•	economic profit or loss;


•	market share;


•	employee retention, compensation, training and development, including succession planning; and


•	objective goals consistent with the participant's specific duties and responsibilities, designed to further the financial, operational and other business interests of the Company, including goals and objectives with respect to regulatory compliance matters.

In order to meet the requirements of Section 162(m), the Committee must establish such goals within the first 90 days after the beginning of the period for which such performance goal relates (or such other time as may be required or permitted under applicable tax regulations) and the Committee may not increase any award or, except in the case of death, disability or a change in control of the Company, waive the achievement of any specified goal. The Committee may determine that any evaluation of performance will include, exclude, or otherwise equitably adjust for any events that occur during a performance period including, by way of example but without limitation, the following: asset write-downs or impairment charges; litigation or claim judgments or settlements; the effect of changes in tax laws or accounting principles affecting reported results; accruals for reorganization and restructuring programs; extraordinary nonrecurring items as described in then-current accounting principles and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to shareholders for the applicable year; acquisitions or divestitures; and foreign exchange gains and losses. However, in order to meet the requirements of Section 162(m), in the event the Committee determines to include or exclude such unusual and nonrecurring events when measuring actual results achieved, it must do so within the first 90 days after the beginning of the period for which such performance goal relates (or such other time as may be required or permitted under applicable tax regulations). Any payment of an award granted with performance goals will be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied.

Limitations on Transfer; Beneficiaries

No award will be assignable or transferable by a participant other than by will or the laws of descent and distribution or (except in the case of an incentive stock option) pursuant to a qualified domestic relations order; provided, however, that the Committee may permit other transfers (other than transfers for value) where the Committee concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. A participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant's death.

Acceleration Upon Certain Events

Unless otherwise provided in an award certificate or other governing document, upon the occurrence of a "change in control" of the Company (as defined in the 2007 Plan), all outstanding options and other awards in the nature of rights that may be exercised will become fully exercisable, all time-based vesting restrictions on outstanding awards will lapse, all outstanding performance-based awards will be fully earned based upon an assumed achievement of all relevant performance goals at "target" levels and there will be a pro-rata payout of such performance awards based upon the length of time within the performance period that has elapsed prior to the change in control.

Unless otherwise provided in an award certificate or other governing document, if a participant's service terminates by reason of death or disability, all of such participant's outstanding options, stock appreciation rights and other awards in the nature of rights that may be exercised will become fully vested and exercisable, all time-based vesting restrictions on outstanding awards will lapse, all outstanding performance-based awards will be fully earned based upon an assumed achievement of all relevant performance goals at "target" levels and there will be a pro-rata payout of such performance awards based upon the length of time within the performance period that has elapsed prior to the termination of service.

In addition, the Committee may in its discretion accelerate awards for any other reason, subject to the above described minimum vesting requirements. The Committee may discriminate among participants or among awards in exercising such discretion.

Adjustments

Subject to any required action by the shareholders, the number of shares of Common Stock covered by outstanding awards, and the share authorization limits under the 2007 Plan, as well as the price per share of Common Stock covered by each outstanding award, will be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company. Also, in the case of a stock split, stock dividend or stock consolidation, the share authorization limits under the 2007 Plan and shares subject to outstanding awards will automatically be adjusted proportionately.

Termination and Amendment

If the amended and restated 2007 Plan is approved by the Company's shareholders at the Fiscal 2013 Annual Meeting, it will terminate on January 23, 2024, or, if the shareholders approve an amendment to the 2007 Plan that increases the number of shares subject to the plan, the 10th anniversary of the date of such approval, unless earlier terminated by the Board or the Committee. The Board or the Committee may, at any time and from time to time, terminate or amend the 2007 Plan, but if an amendment to the 2007 Plan would materially increase the number of shares of stock issuable under the 2007 Plan, expand the types of awards provided under the 2007 Plan, materially expand the class of participants eligible to participate in the 2007 Plan, materially extend the term of the 2007 Plan or otherwise constitute a material amendment requiring shareholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to shareholder approval. No termination or amendment of the 2007 Plan may adversely affect any award previously granted under the 2007 Plan without the written consent of the participant. Without the prior approval of the Company's shareholders, the 2007 Plan may not be amended to directly or indirectly reprice, replace or repurchase "underwater" options or SARs.

The Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by the shareholders or otherwise permitted by the antidilution provisions of the 2007 Plan, (i) the exercise price or base price of an option or SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for cash, other awards, or options or SARS with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise, (iii) the Company may not repurchase an option or SAR for value (in cash or otherwise) from a participant if the current fair market value of the shares of Common Stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR, and (iv) the original term of an option or SAR may not be extended.

Prohibition on Repricing

As indicated above under "Termination and Amendment," outstanding stock options and stock appreciation rights cannot be repriced, directly or indirectly, without the prior consent of the Company's shareholders. The exchange of an "underwater" option or stock appreciation right (i.e., an option or stock appreciation right having an exercise price or base price in excess of the current market value of the underlying stock) for cash or for another award would be considered an indirect repricing and would, therefore, require the prior consent of the Company's shareholders.

Certain Federal Tax Effects

The following discussion is limited to a summary of the U.S. federal income tax provisions relating to the grant, exercise and vesting of awards under the 2007 Plan and the subsequent sale of Common Stock acquired under the 2007 Plan. The tax consequences of awards may vary according to country of participation. Also, the tax consequences of the grant, exercise or vesting of awards vary depending upon the particular circumstances, and it should be noted that the income tax laws, regulations and interpretations thereof change frequently. Participants should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local, and foreign tax laws.

Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2007 Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the Common Stock received upon exercise of the option at the time of exercise over the exercise price, and the Company will be allowed a corresponding deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Incentive Stock Options. There typically will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the option was granted or one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee's alternative minimum taxable income.

Stock Appreciation Rights. A participant receiving a stock appreciation right will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of Common Stock received will be ordinary income to the participant and the Company will be allowed as a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of income to the date of grant as described below, the participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is subject to restrictions on transfer and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the Common Stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

Restricted or Deferred Stock Units. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of Common Stock (or the equivalent value in cash) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the Common Stock or other property as of that date, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Performance Shares. A participant generally will not recognize income, and the Company will not be allowed a tax deduction, at the time performance shares are granted. When the participant receives settlement of the award, the fair market value of the shares of stock (or cash payment) will be ordinary income to the participant, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Benefits to Named Executive Officers and Others

Awards under the 2007 Plan are at the discretion of the Committee. Accordingly, future awards under the 2007 Plan are not determinable.

As of November 25, 2013, the Record Date, 30,756,406 shares of Common Stock had been issued or remained subject to outstanding awards under the 2007 Plan. Executive Officers are not eligible to participate in the 2007 Plan. The table below shows the number of shares issued, or subject to outstanding awards, under the 2007 Plan to the individuals and groups indicated.



Name and Position		Time-Based Restricted Stock Awards