AMD 1996 Annual Report Download - page 43

Company or its subsidiaries or parent (as such terms are defined in
Section 424 of the Code) exceeds $100,000, such Options shall be treated
as NSOs.
(c) No ISO may be granted to a person who, at the time of grant, owns
stock possessing more than 10% of the total combined voting power of the
Company or any of its subsidiaries or parent (as such terms are defined
in Section 424 of the Code) unless the exercise price is at least 110% of
the Fair Market Value per Share of the stock subject to the Option and
the term of the Option does not exceed five (5) years from the date such
ISO is granted.
(d) Notwithstanding any other provision in this Plan, no term of this
Plan relating to ISOs will be interpreted, amended or altered, nor will
any discretion or authority granted under this Plan be exercised, so as
to disqualify this Plan under Section 422 of the Code or, without the
consent of the Participant affected, to disqualify an ISO under Section
422 of the Code.
7. TERMS OF OPTION AGREEMENT
Except as otherwise required by the terms of Section 8 hereof, each
Option agreement shall be in such form and shall contain such terms and
conditions as the Board from time to time shall deem appropriate, subject to
the following limitations:
(a) The term of any NSO shall not be greater than ten (10) years and
one day from the date it was granted. The term of any ISO shall not be
greater than ten (10) years from the date it was granted.
(b) The exercise price of each ISO shall be not less than the Fair
Market Value per Share of the stock subject to the Option on the date the
Option is granted. NSOs may be granted at an exercise price that is not
less than Fair Market Value per Share of the Shares at the time an NSO is
granted.
(c) Unless otherwise specified in the Option agreement, no Option
shall be transferable otherwise than by will, pursuant to the laws of
descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, or as otherwise permitted by
regulations and interpretations under Section 16 of the Exchange Act.
(d) Except as otherwise provided in paragraph (e) of this Section 7 or
in a Participant's employment agreement, the rights of a Participant
(other than an Outside Director) to exercise an Option shall be limited
as follows:
(1) DEATH OR DISABILITY: If a Participant's service is terminated
by death or disability, then the Participant or the Participant's estate,
or such other person as may hold the Option, as the case may be, shall
have the right for a period of twelve (12) months following the date of
death or disability, or for such other period as the Board may fix, to
exercise the Option to the extent the Participant was entitled to
exercise such Option on the date of his death or disability, or to such
extent as may otherwise by specified by the Board (which may so specify
after the date of his death or disability but before expiration of the
Option), provided the actual date of exercise is in no event after
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997