AMD 1993 Annual Report Download - page 109

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EXHIBIT 10.4
ADVANCED MICRO DEVICES, INC.
SUNNYVALE, CALIFORNIA
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1980 STOCK APPRECIATION RIGHTS PLAN
1. Purpose. The purpose of this Plan is to advance the
interests of the Corporation and its stockholders by providing means by which
the Corporation and its subsidiaries may remain competitive in the search for
and in the motivation and retention of outstanding management personnel. The
Corporation seeks to attract and retain in its employ and in the employ of its
subsidiaries management personnel of training, experience and ability, and to
furnish additional incentive to executives upon whose judgment, initiative and
efforts the successful conduct of the business of the Corporation and its
subsidiaries largely depends. It is believed that the granting of stock
appreciation rights as provided herein will assist the Company in attracting
and retaining employees of unusual competence and, by increasing their equity
interests in the Company, will provide incentive and inducement to them to use
their best efforts in the Company's behalf.
2. Definitions. The terms defined in this Section 2 shall
have the respective meanings set forth herein, unless the context otherwise
requires.
(a) Committee. The term "Committee" shall mean a
committee to which administration of the Plan has been delegated, in whole or
in part, by the Board of Directors, pursuant to Sections 3(c) or 3(d) hereof.
(b) Disinterested Director: The term
"Disinterested Director" shall mean a member of the Board of Directors of the
Company who has not, during the one year prior to service as an administrator
of the Plan, or during such service, been granted or awarded equity securities
of the Company pursuant to this Plan or any other plan of the Company or any of
its affiliates, except for options granted automatically pursuant to the
formula set forth in the Advanced Micro Devices, Inc. 1992 Stock Incentive
Plan.
(c) 1969 Plan: The term "1969 Plan" shall mean
the Corporation's 1969 Stock Option Plan as amended.
(d) 1977 Plan: The term "1977 Plan" shall mean
the Corporation's 1977 Stock Option Plan as amended.
(e) 1979 Plan: The term "1979 Plan" shall mean
the Corporation's 1979 Stock Option Plan as amended.
(f) 1982 Plan: The term "1982 Plan" shall mean
the Corporation's 1982 Stock Option Plan as amended.
(g) Stock Option Plans: The term "Stock Option
Plans" shall mean collectively the 1969 Plan, the 1977 Plan, the 1979 Plan and
the 1982 Plan.
(h) Plan: The term "Plan" or this "Plan" shall
mean this 1980 Stock Appreciation Rights Plan, as originally adopted, and, if
amended or modified as herein provided, as so amended or modified as herein
provided, as so amended or modified.
(i) Stock Appreciation Right: The term "Stock
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994