AMD 1996 Annual Report Download - page 39

merger or consolidation more than 50% of the combined voting power of the
voting securities of either the Company or the other entity which
survives such merger or consolidation or the parent of the entity which
survives such merger or consolidation; or (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or there is
consummated the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 80% of the combined voting power of the
voting securities of which are owned by persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale. Notwithstanding the foregoing (i) unless otherwise provided in a
Participant's employment agreement, no "Change of Control" shall be
deemed to have occurred if there is consummated any transaction or series
of integrated transactions immediately following which the record holders
of the Common Stock of the Company immediately prior to such transaction
or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all
of the assets of the Company immediately prior to such transaction or
series of transactions and (ii) unless otherwise provided in a
Participant's employment agreement, "Change of Control" shall exclude the
acquisition of securities 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 by the
Company or any of its wholly owned subsidiaries, or any trustee or other
fiduciary holding securities of the Company under an employee benefit
plan now or hereafter established by the Company.
(d) "CODE" The term "Code" shall mean the Internal Revenue Code of
1986, as amended to date and as it may be amended from time to time.
(e) "COMPANY" The term "Company" shall mean Advanced Micro Devices,
Inc., a Delaware corporation.
(f) "CONSTRUCTIVE TERMINATION" The term "Constructive Termination"
shall mean a resignation by a Participant who has been elected by the
Board as a corporate officer of the Company due to diminution or adverse
change in the circumstances of such Participant's employment with the
Company, as determined in good faith by the Participant; including,
without limitation, reporting relationships, job description, duties,
responsibilities, compensation, perquisites, office or location of
employment. Constructive Termination shall be communicated by written
notice to the Company, and such termination shall be deemed to occur on
the date such notice is delivered to the Company.
(g) "DISINTERESTED DIRECTOR" The term "Disinterested Director" shall
mean a member of the Board who has not, during the one year prior to
service as an administrator of the Plan, or during such service, been
granted or awarded equity securities of the Company pursuant to this Plan
(except for automatic grants of options to Outside Directors pursuant to
Section 8 hereof) or any other plan of the Company or any of its
Affiliates.
(h) "FAIR MARKET VALUE PER SHARE" The term "Fair Market Value per
Share" shall mean as of any day (i) the closing price for Shares on the
New York Stock Exchange as reported on the composite tape on the day as
of which such determination is being made or, if there was no sale of
Shares reported on the composite tape on such day, on the most recently
preceding day
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997