AMD 1996 Annual Report Download - page 44

the expiration of the term of the Option. A Participant's estate shall
mean his legal representative or any person who acquires the right to
exercise an Option by reason of the Participant's death or disability.
(2) MISCONDUCT: If a Participant is determined by the Board to
have committed on act of theft, embezzlement, fraud, dishonesty, a breach
of fiduciary duty to the Company (or Affiliate), or deliberate disregard
of the rules of the Company (or Affiliate), or if a Participant makes any
unauthorized disclosure of any of the trade secrets or confidential
information of the Company (or Affiliate), engages in any conduct which
constitutes unfair competition with the Company (or Affiliate), induces
any customer of the Company (or Affiliate) to break any contract with the
Company (or Affiliate), or induces any principal for whom the Company (or
Affiliate) acts as agent to terminate such agency relationship, then,
unless otherwise provided in a Participant's employment agreement,
neither the Participant, the Participant's estate nor such other person
who may then hold the Option shall be entitled to exercise any Option
with respect to any Shares whatsoever, after termination of service,
whether or not after termination of service the Participant may receive
payment from the Company (or Affiliate) for vacation pay, for services
rendered prior to termination, for services rendered for the day on which
termination occurs, for salary in lieu of notice, or for any other
benefits. In making such determination, the Board shall give the
Participant an opportunity to present to the Board evidence on his
behalf. For the purpose of this paragraph, unless otherwise provided in a
Participant's employment agreement, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice
to the Participant that his service is terminated.
(3) TERMINATION FOR OTHER REASONS: If a Participant's service is
terminated for any reason other than those mentioned above under "DEATH
OR DISABILITY" or "MISCONDUCT," the Participant, the Participant's
estate, or such other person who may then hold the Option may, within
three months following such termination, or within such longer period as
the Board may fix, exercise the Option to the extent such Option was
exercisable by the Participant on the date of termination of his
employment or service, or to the extent otherwise specified by the Board
(which may so specify after the date of the termination but before
expiration of the Option) provided the date of exercise is in no event
after the expiration of the term of the Option.
(4) EVENTS NOT DEEMED TERMINATIONS: Unless otherwise provided in a
Participant's employment agreement, the service relationship shall not be
considered interrupted in the case of (i) a Participant who intends to
continue to provide services as a director, employee, consultant or advisor
to the Company or an Affiliate; (ii) sick leave; (iii) military leave; (iv)
any other leave of absence approved by the Board, provided such leave is
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for a period of not more than 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to formal policy adopted from time to time by
the Company and issued and promulgated to employees in writing; or (v) in
the case of transfer between locations of the Company or between the
Company or its Affiliates. In the case of any employee on an approved
leave of absence, the Board may make such provisions respecting suspension
of vesting
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997