AMD 1996 Annual Report Download - page 68

SECTION 4. ELIGIBILITY.
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(a) General Rules. Only Employees (including, without limitation,
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independent contractors who are not members of the Board of Directors) shall be
eligible for designation as Optionees or Offerees by the Committee. In
addition, only Employees who are common-law employees of the Company or a
Subsidiary shall be eligible for the grant of ISOs. Employees who are Outside
Directors shall only be eligible for the grant of the Nonstatutory Options
described in Subsection (b) below.
(b) Outside Directors. Any other provision of the Plan
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notwithstanding, Outside Directors shall not participate in the Plan after
February 7, 1996, although Options granted to Outside Directors prior to such
date shall continue to be governed by the Plan as in effect prior to February 7,
1996.
(c) Ten-Percent Stockholders. An Employee who owns more than 10
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percent of the total combined voting power of all classes of outstanding stock
of the Company or any of its Subsidiaries shall not be eligible for the grant of
an ISO unless:
(i) The Exercise Price is at least 110 percent of the Fair Market
Value of a Share on the date of grant; and
(ii) Such ISO by its terms is not exercisable after the
expiration of five years from the date of grant.
(d) Attribution Rules. For purposes of Subsection (c) above, in
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determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for such Employee's brothers, sisters, spouse,
ancestors and lineal descendants. Stock owned, directly or indirectly, by or
for a corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its stockholders, partners or beneficiaries. Stock
with respect to which such Employee holds an option shall not be counted.
(e) Outstanding Stock. For purposes of Subsection (c) above,
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"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include shares
authorized for issuance under outstanding options held by the Employee or by any
other person.
SECTION 5. STOCK SUBJECT TO PLAN.
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(a) Basic Limitation. Shares offered under the Plan shall be
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authorized but unissued Shares or treasury Shares. The aggregate number of
Shares which is issued under the Plan (upon exercise of Options or other rights
to acquire Shares) shall not exceed 2,250,741 Shares; provided that the number
of Shares which is issued under the Plan upon exercise of ISOs shall in no event
exceed 1,200,000 Shares during the entire term of the Plan. All limitations
under this Subsection (a) shall be subject to adjustment
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997