AMD 1996 Annual Report Download - page 64

(ii) An Outside Director; and
(iii) An independent contractor who performs services for the
Company or a Subsidiary and who is it not a member of the Board
of Directors.
Service as an Outsider Director or independent contractor shall be considered
employment for all purposes of the Plan, except as provided in Section 4(a).
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934,
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as amended.
(h) "Exercise Price" shall mean the amount for which one Share
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may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement.
(i) "Fair Market Value" shall mean the market price of Stock,
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determined by the Committee as follows:
(i) If Stock was traded over-the-counter on the date in question
but was not traded on the Nasdaq system or the Nasdaq National
Market System, then the Fair Market Value shall be equal to the mean
between the last reported representative bid and asked prices quoted
for such date by the principal automated inter-dealer quotation
system on which Stock is quoted or, if Stock is not quoted on any
such system, by the "Pink Sheets" published by the National
Quotation Bureau, Inc.;
(ii) If Stock was traded over-the-counter on the date in question
and was traded on the Nasdaq system or the Nasdaq National Market
System, then the Fair Market Value shall be equal to the last-
transaction price quoted for such date by the Nasdaq system or the
Nasdaq National Market System;
(iii) If Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite-transactions report for
such date; and
(iv) If none of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good faith
on such basis as it deems appropriate.
In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.
(j) "IPO" means the initial offering of stock to the public
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pursuant to a registration statement filed with the Securities and Exchange
Commission on Form S-1.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997