AMD 1996 Annual Report Download - page 45

of the Option while on leave from the employ of the Company or an
Affiliate as it may deem appropriate, except that in no event shall an
Option be exercised after the expiration of the term set forth in the
Option.
(e) Unless otherwise provided in a Participant's employment agreement,
if any Participant's employment is terminated by the Company for any
reason other than for Misconduct or, if applicable, by Constructive
Termination, within one year after a Change of Control has occurred, then
all Options held by such Participant shall become fully vested for
exercise upon the date of termination, irrespective of the vesting
provisions of the Participant's Option agreement. For purposes of this
subsection (e), the term "Change of Control" shall have the meaning
assigned by this Plan, unless a different meaning is defined in an
individual Participant's Option agreement or employment agreement.
(f) Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board or its
delegate shall deem appropriate.
(g) The Board may modify, extend or renew outstanding Options and
authorize the grant of new Options in substitution therefor; provided
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that any such action may not, without the written consent of a
Participant, impair any such Participant's rights under any Option
previously granted.
8. AUTOMATIC GRANTS TO OUTSIDE DIRECTORS
(a) Each Outside Director shall be granted an Option to purchase
12,000 Shares under the Plan (the "FIRST OPTION") on the date such
Outside Director is first elected or appointed as a member of the Board;
provided that an Outside Director who has previously been elected as a
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member of the Board on the Effective Date set forth in Section 14 below
shall not be granted a First Option under the Plan. Thereafter, on the
first business day coincident with or following each annual meeting of
the Company's stockholders, each Outside Director reported as being
elected shall be granted an additional Option to purchase 3,000 Shares
under the Plan (the "ANNUAL OPTION"). Further, subject to the right of
any Outside Director who has not previously been elected as a member of
the Board to receive a First Option, if there are insufficient Shares
available under the Plan for each Outside Director who is eligible to
receive an Annual Option (as adjusted) in any year, the number of Shares
subject to each Annual Option in such year shall equal the total number
of available Shares then remaining under the Plan divided by the number
of Outside Directors who are eligible to receive an Annual Option on such
date, as rounded down to avoid fractional Shares. All Options granted to
Outside Directors shall be subject to the following terms and conditions
of this Section 8.
(b) All Options granted to Outside Directors pursuant to the Plan
shall be NSOs.
(c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, may consist
entirely of (i) cash, (ii) certified or cashier's check, (iii) other
Shares which (x) either have been owned by the Participant for more than
six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value per Share
on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (iv) delivery of
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997