AMD 1996 Annual Report Download - page 62

1995 STOCK PLAN OF NEXGEN, INC.
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SECTION 1. ESTABLISHMENT AND PURPOSE.
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The Plan was originally adopted by the Board of Directors of NexGen,
Inc. (The "NexGen Board") on March 12, 1995, and thereafter amended by the
NexGen Board on May 10, 1995 and December 8, 1995. Effective upon the merger of
NexGen, Inc. with and into Advanced Micro Devices, Inc. ("AMD") on January 17,
1996, AMD assumed the Plan as the successor to NexGen. The AMD Board of
Directors amended the Plan on February 7, 1996 and April 25, 1996. The purpose
of the Plan is to offer selected employees, consultants and promotional
representatives an opportunity to acquire a proprietary interest in the success
of the Company, or to increase such interest, by purchasing shares of the
Company's Common Stock. The Plan provides both for the direct award or sale of
Shares and for the grant of Options to purchase shares. Options granted under
the Plan may include Nonstatutory Options as well as ISOs intended to qualify
under section 422 of the Code.
The Plan is intended to comply in all respects with Rule 16b-3 (or its
successor) under the Exchange Act and shall be construed accordingly.
SECTION 2. DEFINITIONS.
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(a) "Board of Directors" shall mean the Board of Directors of the
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Company, as constituted from time to time.
(b) "Change of Control" shall mean the occurrence of any of the
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following events or as otherwise defined in an Optionee or Offeree's employment
agreement:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the beneficial owner (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly
from the Company or any of its affiliates) 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;
(ii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors and
any new director (other than a director designated by a person who has
entered into an agreement or arrangement with the Company to effect a
transaction described in clause (i) or (iii) of this sentence) whose
appointment, election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose appointment, election, or nomination
for election was previously
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997