AMD 1996 Annual Report Download - page 71

Committee, shall be subject to such restrictions as the Committee may impose,
including any restrictions required by rules of the Securities and Exchange
Commission.
(e) Exercisability. Each Stock Option Agreement shall specify the
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date when all or any installment of the Option is to become exercisable. The
vesting of any Option shall be determined by the Committee at its sole
discretion.
If the employment of any Optionee who is a common law employee of the
Company is terminated by the Company for any reason other than Misconduct or if
applicable, by Constructive Termination, within one year after a Change of
Control has occurred, then all Options held by such Optionee shall become fully
vested for exercise upon the date of termination, irrespective of the vesting
provisions of the Optionee's Stock Option Agreement unless otherwise provided in
an Optionee's employment agreement. For purposes of this paragraph, the
following definitions apply unless the following term or terms of similar effect
are otherwise defined in an Optionee's employment agreement: (i) "Change of
Control" shall have the meaning assigned by Section 2(b) of the Plan unless a
different meaning is defined in an Optionee's Stock Option Agreement or
employment agreement, (ii) "Misconduct" shall mean the commission of an act of
theft, embezzlement, fraud, dishonesty, breach of fiduciary duty to the Company
or any of its Subsidiaries (as determined by the Board of Directors), the
deliberate disregard of the rules of the Company or any of its Subsidiaries, any
unauthorized disclosure of any of the trade secrets or confidential information
of the Company or any of its Subsidiaries, engaging in any conduct which
constitutes unfair competition with the Company or any of its Subsidiaries, the
inducement of any customer of the company or any of its Subsidiaries, or the
inducement of any principal for whom the Company or any of its Subsidiaries acts
as agent to terminate such agency relationship; and (iii) "Constructive
Termination" shall mean a resignation by an Optionee who has been elected by the
Board of Directors as a corporate officer of the Company due to diminution of or
adverse change in the circumstances of the Optionee's employment with the
Company, as determined in good faith by the Optionee, including, without
limitation, reporting relationships, job description, duties, responsibilities,
compensation, perquisites, office or location of employment. Constructive
Termination shall be communicated by written notice to the Company, and such
termination shall be deemed to occur on the date such notice is delivered to the
Company.
A Stock Option Agreement or employment agreement may also provide for
accelerated exercisability in the event of the Optionee's death, Total and
Permanent Disability, retirement or upon other events.
(f) Term. Each Stock Option Agreement shall specify the term of
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the Option. The term of an ISO shall not exceed 10 years from the date of
grant, except as otherwise provided in Section 4(c). Subject to the preceding
sentence, the Committee at its sole discretion shall determine when an Option is
to expire. A Stock Option Agreement may provide that the Option will expire
before the end of its normal term in the event that the Optionee's Service
terminates.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997