AMD 1996 Annual Report Download - page 46

a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of
sale or loan proceeds required to pay the exercise price, or (v) any
combination of the foregoing methods of payment.
(d) Each Option granted to an Outside Director shall be for a term of
ten years plus one day. Each First Option shall vest and become
exercisable on July 15 of subsequent calendar years, according to the
following schedule: 4,800 shares in the first calendar year following the
date of grant; 3,600 shares in the second such calendar year; 2,400
shares in the third such calendar year; and 1,200 shares in the fourth
such calendar year. Each Annual Option shall vest and become exercisable
on July 15 of subsequent calendar years according to the following
schedule: in equal installments of 1,000 shares each in the second, third
and fourth calendar years following the date of grant. Any Shares
acquired by an Outside Director upon exercise of an Option shall not be
freely transferable until six months after the date stockholder approval
referred to in Section 14 hereof is obtained.
(e) If an Outside Director's tenure on the Board is terminated for any
reason, then the Outside Director or the Outside Director's estate, as
the case may be, shall have the right for a period of twelve months
following the date such tenure is terminated to exercise the Option to
the extent the Outside Director was entitled to exercise such Option on
the date the Outside Director's tenure terminated; provided the actual
date of exercise is in no event after the expiration of the term of the
Option. An Outside Director's "estate" shall mean the Outside Director's
legal representative or any person who acquires the right to exercise an
Option by reason of the Outside Director's death or disability.
(f) Upon a Change of Control, all Options held by an Outside Director
shall become fully vested and exercisable upon such Change of Control,
irrespective of any other provisions of the Outside Director's Option
agreement.
(g) The automatic grants to Outside Directors pursuant to this Section
8 shall not be subject to the discretion of any person. The other
provisions of this Plan shall apply to the Options granted automatically
pursuant to this Section 8, except to the extent such other provisions
are inconsistent with this Section 8.
9. PAYMENTS AND LOANS UPON EXERCISE OF OPTIONS
With respect to Options other than Options granted to Outside Directors
pursuant to Section 8, the following provisions shall apply:
(a) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be
determined by the Board or its delegate (and, in the case of an ISO,
shall be determined at the time of grant) and may consist entirely of (i)
cash, (ii) certified or cashier's check, (iii) promissory note, (iv)
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, (v) delivery of a
properly executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company the amount of sale or
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997