SEVERANCE AGREEMENT
(Xxxx Xxxxxx)
This Agreement is by and between Micron Technology, Inc., a Delaware
corporation ("the Company"), and Xxxx Xxxxxx, an individual ("the Officer"), and
is executed as of June ___, 1998 to be effective as set forth in paragraph 8
below.
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated June 22, 1998 (the "Merger Agreement") with Rendition, Inc.
("Rendition"), pursuant to which Rendition will merge with and into the Company
(the "Merger") with the Company to be the surviving entity. The Merger will be
effective at the "Effective Time" as defined in the Merger Agreement; at which
time the Officer will become an officer of the Company; and
WHEREAS, the parties recognize that it is in the best interest of the
Company to provide for a smooth transition when there is a change in management,
and wish to recognize the valued contributions of the Officer; and
WHEREAS, the Company desires to provide the Officer with benefits in
consideration for his execution of this Severance Agreement (the "Agreement")
and the instrument signed contemporaneously herewith titled Agreement Not to
Compete or Solicit (the "Noncompete Agreement").
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION OF THE OFFICER. Either the Company or the Officer may at
any time terminate the Officer's active employment with the Company for any
reason, voluntary or involuntary, with or without cause, by providing notice to
that effect in writing. The date such notice is received by the other party
shall be deemed the "Termination Date." Upon receipt by the Officer of a notice
of termination from the Company, or upon the Company's request, the Officer will
resign immediately as an Officer and/or Director.
2. EFFECT OF TERMINATION. Effective on the Termination Date, and for a
period defined in paragraph 2(a) herein (the "Transition Period"), the Officer
shall continue as an employee only for purposes of receiving the benefits
specified in paragraph 3, and while employed in that capacity shall not perform
any service or work that conflicts with interests of the Company. During the
Transition Period, the Officer may continue in a consulting role with the
Company, or continue as a non-officer employee with the Company pursuant to
paragraph 2(b) herein, if both parties agree.
2(a). TRANSITION PERIOD. For purposes of this agreement, the "Transition
Period" shall be one hundred and eighty (180) days plus the amount of any TOP
time and leave time, if any, which the Officer has accrued as of the Termination
Date.
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2(b). CHANGE OF OFFICER STATUS. In the event that the Officer or the
Company terminates the Officer's status as an officer of the Company but not as
an employee, both parties agree that such change in status will be treated as a
termination for purposes of this Agreement, and that the date of such change in
status will be deemed the Termination Date. Following the Transition Period,
the Officer shall then be entitled only to such compensation and benefits as the
Company may provide for his services as an employee. In no circumstance shall
paragraph 3 herein be applicable to the Officer for a period longer than the
Transition Period created by an initial change of status or termination.
3. BENEFITS DURING THE TRANSITION PERIOD. Provided the Officer complies
with the terms of this Agreement, the Officer will receive during the Transition
Period all benefits customarily provided to officers of the Company, including,
but not limited to salary, bonuses, executive bonuses, and the continued vesting
of any granted stock options, as if the Officer's employment as an officer had
continued during that period. "Customarily provided" refers to Company practices
and plans with respect to officer benefits and compensation in effect as of the
Termination Date. For purposes of this provision, however, it will be understood
that the Officer, during the Transition Period, will not be entitled to any new
grants of interest in future executive bonus pools, nor to any new grants of
stock options. It will be further understood that the Officer will not be
entitled to payment of any compensation that is deferred past the Transition
Period due to payment criteria of an incentive program, as those criteria
existed as of the Termination Date. No action by the Company or the Company's
Board of Directors may affect the Officer's receipt of the benefits set forth
above, other than as provided herein.
4. CONFIDENTIALITY. The parties agree that no statements regarding the
Officer's termination or change in officer status will be made other than to
indicate that the reasons for, and circumstances of, the termination or change
in officer status are CONFIDENTIAL and that each of the Company, the Board of
Directors, and the Officer are obligated to make "no comment" regarding the
termination or change in officer status. For purposes of this paragraph,
"statements" include, but are not limited to, statements to the press, analysts,
and journalists. Nothing in this paragraph is meant to prevent the Company from
disclosing any facts required to be disclosed pursuant to statute or regulation.
5. TERMINATION. This Agreement terminates when the Officer turns 65
years of age, and any termination or change of status of the Officer after that
date will not entitle the Officer to any of the benefits of this Agreement.
6. RELEASE. Upon receipt of all benefits under this Agreement, the
Officer and Company settle, waive, and voluntarily release any and all claims
each has or may have against the other, inclusive of any of the Company's
affiliates, officers, directors, employees or agents, both individually and in
their official capacities, which claims accrued prior to the end of the
Transition Period.
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7. FINAL AGREEMENT. Except as set forth below, this Agreement supersedes
all prior agreements, and is the entire and final understanding of the parties
as to the subject matter hereof. This Agreement is in addition to, and does not
supersede or modify in any fashion, the provisions of the Agreement Not to
Compete or Solicit of even date herewith which is entered into by the parties
hereto or the provisions of any Assignment of Rights & Inventions and/or
Confidential Information agreements previously executed by Officer in favor of
Micron (collectively, "Additional Agreements"). The obligations contained in
the Additional Agreements shall continue independent of the obligations of one
another and of this Agreement.
8. EFFECTIVE DATE OF THE AGREEMENT. This Agreement will be effective as
of the Effective Time of the Merger, provided that if the Effective Time of the
Merger does not occur on or before December 15, 1998, this Agreement shall be
null and void.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
MICRON TECHNOLOGY, INC. XXXX XXXXXX
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxx
By: Xxxxxx X. Xxxxxxxx
Chairman, CEO and President
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