AMD 1997 Annual Report Download - page 42

Chairman of the Compensation Committee receives an annual fee of $4,000 for
service in that capacity. No additional amounts are paid for special
assignments. The Company also reimburses reasonable out-of-pocket expenses
incurred by directors performing services for the Company, and, on occasion,
travel expenses of their spouses.
Pursuant to a nondiscretionary formula set forth in the 1996 Stock Incentive
Plan, non-employee directors also currently receive stock options covering
15,000 shares on their initial election to the Board (the First Option), and
automatically receive supplemental options covering 5,000 shares on each
subsequent re-election (the Annual Option). The First Option vests in
increments of 6,000, 4,500, 3,000 and 1,500 shares on July 15 of the first,
second, third and fourth calendar years following election. Each Annual Option
vests in increments of 1,667, 1,667, and 1,666 shares each on July 15 of the
second, third and fourth calendar years following re-election. Each such
option is granted with an exercise price at fair market value on the date of
grant. These options expire on the earlier of ten years plus one day from the
grant date or twelve months following termination of a director's service on
the Board.
Any non-employee director may elect to defer receipt of all or a portion of
his annual fees and meeting fees, but not less than $5,000. Deferred amounts
plus interest are credited to an account for recordkeeping purposes and are
payable in a lump sum cash payment or in installments over a period of years,
as elected by the director. Except in the case of the director's death or
disability, payments commence upon the latest of the director's tenth
anniversary of his first deferral, age 55, or upon retirement from the Board,
but in no event later than age 70. The aggregate amount of retirement payments
equals the director's deferred fees plus the accumulation of interest. In the
event of the director's death, his beneficiary would receive the value of his
account plus, in certain cases, a supplemental death benefit of up to ten
times the average annual amount of his deferred fees. During 1997, Dr. Brown
deferred fees in the amount of $20,000 pursuant to this program. In addition,
in lieu of his annual fee, Dr. Brown received the use of an automobile
provided by the Company, a value taxable to him at $26,053. Dr. Brown also
received family medical and dental insurance coverage from the Company at a
value of $2,385.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998