EXHIBIT 10.118
Irrevocable Proxy
(Canadian Imperial Bank of Commerce)
Canadian Imperial Bank of Commerce ("CIBC"), a Canadian bank, hereby
irrevocably appoints such persons to be serving from time to time as the
Chairman of the Board of Micron Technology, Inc., a Delaware corporation
("Micron"), the Chief Financial Officer of Micron, and each of them alone, as
his or her true and lawful proxy and attorney-in-fact, with full power of
substitution and resubstitution (i) to represent J.R. Simplot Company, a Nevada
corporation (the "Company"), at the annual meetings of the stockholders of
Micron to be held in 1996, 1997, 1998, 1999, 2000, 2001 and 2002, and at any
adjournment thereof, and to vote, in his or her discretion (including
cumulatively, if required) 2,600,000 shares (the "Shares") of common stock, $.10
par value, of Micron held by the Company; (ii) to represent the Company at any
special meeting of stockholders of Micron, and at any adjournment thereof, and
to vote (including cumulatively, if required) all the Shares in his or her
discretion; and (iii) to vote all the Shares in his or her discretion upon such
other matter or matters which may properly come before the stockholders of
Micron by written consent or otherwise.
This Irrevocable Proxy may be exercised at any time after the date
hereof and prior to June 27, 2003, except that such proxy shall expire
immediately upon the termination for any reason of the dividend swap transaction
contemplated by the letter agreement by and between the Company and CIBC dated
June 28, 1996.
Dated: June 28,1996 CANADIAN IMPERIAL BANK OF
COMMERCE
By:/s/ Eric Claus
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Name: Eric Claus
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Title: Vice President
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By: /s/ Bruce J. Berger
Name: Bruce J. Berger
Title: Vice President