AMD 1996 Annual Report Download - page 38

EXHIBIT 10.11
ADVANCED MICRO DEVICES, INC.
1996 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this Plan is to encourage key personnel, Outside
Directors and advisors whose long-term service is considered essential to the
Company's continued progress, to remain in the service of the Company or its
Affiliates. By means of the Plan, the Company also seeks to attract new key
employees, Outside Directors and advisors whose future services are necessary
for the continued improvement of operations. The Company intends future
increases in the value of securities granted under this Plan to form part of
the compensation for services to be rendered by such persons in the future. It
is intended that this purpose will be effected through the granting of
Options.
2. DEFINITIONS
The terms defined in this Section 2 shall have the respective meanings
set forth herein, unless the context otherwise requires.
(a) "AFFILIATE" The term "Affiliate" shall mean any corporation,
partnership, joint venture or other entity in which the Company holds an
equity, profits or voting interest of thirty percent (30%) or more.
(b) "BOARD" The term "Board" shall mean the Company's Board of
Directors or its delegate as set forth in Sections 3(d) and 3(e) below.
(c) "CHANGE OF CONTROL" Unless otherwise defined in a Participant's
employment agreement, the term "Change of Control" shall be deemed to
mean any of the following events: (i) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such person any securities acquired
directly from the Company or any of its Affiliates) representing more
than 20% of either the then outstanding shares of the Common Stock of the
Company or the combined voting power of the Company's then outstanding
voting securities; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board and
any new director (other than a director designated by a person who has
entered into an agreement or arrangement with the Company to effect a
transaction described in clause (i) or (ii) of this sentence) whose
appointment, election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning
of the period or whose appointment, election or nomination for election
was previously so approved, cease for any reason to constitute a majority
of the Board; or (iii) there is consummated a merger or consolidation of
the Company or subsidiary thereof with or into any other corporation,
other than a merger or consolidation which would result in the holders of
the voting securities of the Company outstanding immediately prior
thereto holding securities which represent immediately after such
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997