AMD 1993 Annual Report Download - page 119

1
EXHIBIT 10.5
ADVANCED MICRO DEVICES, INC.
1986 STOCK APPRECIATION RIGHTS PLAN
1. Purpose. The purpose of this Plan is to advance the interests of
Advanced Micro Devices, Inc. ("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 Corporation, will provide
incentive and inducement to them to use their best efforts in the Corporation'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) Award Price: The term "Award Price" shall mean a price
designated by the Board or its delegate and which is not less than fifty
percent (50%) of the Fair Market Value per Share on the date the Stock
Appreciation Right is granted. In the case of a General Right which is
exercisable only in lieu of exercising a Related Option, unless otherwise
specified in the Right Agreement the Award Price shall be the purchase price of
such Related Option.
(b) Board or its delegate: The term "Board or its delegate"
shall mean the Corporation's Board of Directors or its delegate as set forth in
Section 3(c) hereinbelow.
(c) 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.
(d) Fair Market Value per Share: The term "Fair Market Value
per Share" shall mean as of any day (i) the closing price for Shares on the New
York Stock Exchange as reported on the Composite Tape on the day as of which
such determination is being made or, if there was no sale of Shares reported on
the Composite Tape on such day, on the most recently preceding day on which
there was such a sale, or (ii) if the Shares are not listed or admitted to
trading on the New York Stock Exchange on the day as of which the determination
is made, the amount determined by the Board or its
1
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994