MICRON TECHNOLOGY, INC. (NASDAQ:MU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Sanjay Mehrotra

On April 26, 2017, the Board of Directors of Micron Technology,
Inc. (the Company) appointed Sanjay Mehrotra (57) to serve as the
President, Chief Executive Officer, and a director of the
Company, effective May 8, 2017. There are no prior arrangements
or understandings between Mr. Mehrotra and any other persons to
which he was selected as an officer or director. The press
release related to Mr. Mehrotra joining the Company is included
as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Mehrotra was a co-founder of SanDisk Corporation and served
as its president and CEO from 2011 to 2016. He drove the growth
of the company from a start-up in 1988 to an industry-leading
Fortune 500 company with revenues that reached $6.6 billion and
ultimately culminated in a sale to Western Digital Corporation
for $16 billion in 2016. Mr. Mehrotra has over 35 years of
experience in the non-volatile semiconductor memory industry,
including engineering and management positions at Integrated
Device Technology, Inc., SEEQ Technology, Inc., Intel Corporation
and Atmel Corporation. Mr. Mehrotra serves as a director of
Cavium, Inc. and H20.ai. Mr. Mehrotra has a B.S. and an M.S. in
Electrical Engineering and Computer Sciences from the University
of California, Berkeley.

Mr. Mehrotra will receive an annual base salary of $1,200,000 and
participate in the Companys Executive Officer Performance
Incentive Plan (the EIP) with a target payout percentage of 150%
of his base salary. Mr. Mehrotras payout under the EIP for fiscal
2017 (which ends on August 31, 2017) will be prorated based on
his period of employment with the Company during fiscal 2017. For
the remaining portion of fiscal 2017, Mr. Mehrotra will also
receive equity awards with an aggregate grant date fair value of
$4,602,739.72 to the Companys long-term incentive (LTI) equity
program. In addition, Mr. Mehrotra will receive a one-time equity
inducement award with an aggregate grant date fair value of
$9,000,000 (the Inducement Award). These equity awards will vest
over four years, with 25% of the award vesting on each of the
1^st, 2^nd, 3^rd>and
4^th>anniversaries of the date of grant, subject to
Mr. Mehrotras continued employment on each vesting date. For
fiscal 2018, Mr. Mehrotra is expected to receive an LTI award
with a grant date fair value of at least $10,000,000 with such
other terms as determined by the Compensation Committee of the
Companys Board of Directors.

Mr. Mehrotra will enter into an Executive Agreement with the
Company providing for severance benefits. The Executive Agreement
provides that if Mr. Mehrotras employment with the Company
terminates as result of his death or disability, the Company
terminates Mr. Mehrotras employment without cause or Mr.
Mehrotras resigns for good reason, then in addition to receiving
his accrued base salary, accrued vacation pay, and other earned
and vested employee benefits, Mr. Mehrotra will receive the
following severance benefits: salary continuation equal to two
times Mr. Mehrotras salary in effect upon the date of termination
paid in installments during the one year period following
termination (or paid in a lump sum if Mr. Mehrotras termination
of employment occurs on, or within 12 months after, a change in
control of the Company); a pro-rated annual bonus under the EIP
for the year of termination, subject to achievement of applicable
performance criteria, paid in accordance with the terms of the
EIP; an additional bonus of two times Mr. Mehrotras target annual
bonus under the EIP for the year of termination paid on the
anniversary of Mr. Mehrotras termination; continued vesting (and
exercisability) of any options, restricted stock or other
time-based, and, subject to achievement of applicable performance
criteria, performance-based equity for the one-year period
following Mr. Mehrotras termination of employment; a cash payment
equal to the medical benefits and employer qualified plan
matching contributions Mr. Mehrotras would have received had Mr.
Mehrotra remained employed for an additional two years paid in a
lump sum following termination; provided that if Mr. Mehrotras
severance benefits become payable on account of his good reason
resignation prior to a change in control of the Company, the
unvested portion of the Inducement Award will be forfeited and,
in addition, if Mr. Mehrotra becomes employed within one year of
his termination of employment, the unpaid portion of his salary
continuation benefit will be forfeited. The Executive Agreement
also includes an Internal Revenue Code Section 280G (Section
280G) cut-back provision, which provides that Mr. Mehrotras
benefits under the Executive Agreement will be reduced so that no
Section 280G excise tax will apply, if such reduction will result
in a higher net after-tax benefit to Mr. Mehrotra; provided that
the Company shall provide no tax gross-up under the Executive
Agreement. Mr. Mehrotras entitlement to the benefits provided
under the Executive Agreement are conditioned on Mr. Mehrotra
signing a release of claims in favor of the Company and on Mr.
Mehrotras compliance with terms of the Companys non-competition,
non-solicitation, and non-disclosure agreement.

Mr. Mehrotra will be subject to the Companys compensation
recoupment policies as in effect from time to time.