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Compensation Committee

The Compensation Committee of the Board of Directors comprises Richard Beyer, Patrick Byrne, and Lawrence Mondry, with Lawrence Mondry serving as Chairman. 

Charter of the Compensation Committee of the Board of Directors of Micron Technology, Inc.

1. Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to assist the Board in discharging its responsibilities with respect to the compensation of the Company’s officers.

2. Membership, Qualifications, and Compensation

2.01 Appointment. Committee members shall be appointed by and serve at the discretion of the Board. The Committee shall consist of at least two members of the Board. Members of the Committee shall meet the criteria of this Section 2 (as well as all other criteria, if any, required by the Securities and Exchange Commission (“SEC”) or the NASDAQ Global Select Market of The NASDAQ Stock Market LLC (“NASDAQ”).

2.02 Independence. Each member shall be “independent” as defined in the listing standards of NASDAQ, including without limitation the specific requirements of NASDAQ Rule 5605(d)(2) for compensation committee members, as in effect from time to time and in accordance with the time frames specified therein and, to the extent applicable and appropriate, each member shall qualify as a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. In determining whether a director is eligible to serve on the Committee, the Board also must consider whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company to determine whether such affiliation would impair the director’s judgment as a member of the Committee.

2.03 Qualification. Each member shall have experience in the judgment of the Board that would be useful in addressing matters designated to the Committee.

2.04 Committee Compensation. The fees and other compensation, if any, paid to members of the Committee shall be determined by the Board in its sole discretion. No member of the Committee may accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof, other than as permitted under NASDAQ Rule 5605(d)(2), as in effect from time to time.

3. Chairmanship

Unless the Board elects the Committee Chairman, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership.

4. Duties and Responsibilities

In order to carry out the purpose described above, the Committee may undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

4.01 CEO Compensation. The Committee shall have direct responsibility to review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of such goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation. In determining the components of the CEO’s compensation, the Committee (and the other independent directors, as the case may be) may consider, without limitation, the Company’s performance, relative shareholder return, the value of similar incentive awards to other CEOs at comparable companies, if any, and past awards to the CEO. For the avoidance of doubt, the Committee (and the other independent directors, as the case may be) are not precluded from approving awards (with or without ratification of the Board) for the CEO and other executive officers as may be required to comply with applicable tax laws (i.e., Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")). Finally, nothing in this Charter shall preclude the Committee (and the other independent directors, as the case may be) from approving awards (with or without ratification of the Board) for the CEO and other executive officers that do not satisfy the requirements for qualified performance compensation as defined in Section 162(m) of the Code). Nothing in this Charter should be construed as precluding discussion of CEO compensation with the entire Board generally.

4.02 Senior Officer Compensation. The Committee shall:
  1. At least annually, review the evaluation process and compensation structure for those officers of the Company who
    1. have been designated “Section 16 Officers” by the Board or
    2. lead one of the Company’s primary business units (such officers being collectively referred to herein as the “Senior Officers”).
  2. Either as a committee or together with the other independent directors (as directed by the Board), approve the compensation of the Senior Officers (including their participation in incentive and equity-based plans and the granting of awards to them thereunder), taking into account, among other factors, the advice and recommendation of the CEO. Nothing in this Charter should be construed as precluding discussion of non-CEO compensation with the entire Board generally.
  3. Except as may otherwise be delegated by the Board, the Committee shall exercise the Board’s authority with respect to the administration of the Executive Officer Performance Incentive Plan (the “EIP”), including making any amendments or changes to such plan.
4.03 Equity Compensation Plans and Administration.. The Committee shall exercise the Board’s authority with respect to the administration of equity-based plans, including the amendment thereof, and, except as may otherwise be delegated by the Board to another committee of the Board or to the CEO, the granting of equity awards to any participants therein.

4.04 Disclosure and Reports. The Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A") required to be included in the Company's proxy statement with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included. The Committee shall also produce an annual report of the Committee for inclusion in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.

4.05 Consultants and Advisors. The Committee shall have authority to retain or obtain advice and assistance from internal or external legal, accounting, financial and compensation experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee and shall have sole authority to approve related fees and terms and conditions of the engagement. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration factors relevant to each adviser’s independence from management, including the factors specified in the NASDAQ listing standards; however, the Committee may select, or receive advice from, any compensation adviser it prefers, including ones that are not independent, after considering the relevant independence factors. The Committee shall ensure that any disclosure required by the rules and regulations of the SEC or NASDAQ related to the foregoing is included in the Company's proxy statement.

4.06 Reporting. The Committee shall report regularly to the Board the Committee’s activities, evaluations and recommendations, as may be appropriate and as are consistent with this Charter.

4.07 Say-on-Pay. The Committee shall oversee all matters relating to the stockholder approval of executive compensation (“say-on-pay” votes), including with respect to the outcome of any say-on-pay vote.

4.08 Risk Assessment. The Committee shall annually review the potential risk to the Company related to its compensation programs and policies, including any incentive plans, and whether such programs and policies incentivize unnecessary and excessive risk taking.

4.09 Authority to Delegate to Subcommittee. The Committee shall have authority to delegate any of its responsibilities to a subcommittee or subcommittees as it may deem appropriate in its judgment. The subcommittee(s) shall be subject to this Charter.

5. Meetings

5.01 Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case at least annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Chairman of the Committee or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically.

5.02 Meeting Attendance and Invitees. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons, other than committee members, it deems appropriate in order to carry out its responsibilities. The CEO may not be present during voting or deliberation on his or her own compensation.

6. Minutes

The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.

7. Voting

Each member of the Committee shall have one vote on any matter requiring action by the Committee. One-third of the members, but no fewer than two members, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Chairman shall be entitled to cast an additional vote to resolve any ties.

8. Performance Evaluation

At least annually, the Committee shall conduct a performance evaluation of the Committee, including a review of this Charter.

Last amended July 16, 2014.