AMD 1993 Annual Report Download - page 138

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a sufficient number of previously acquired shares, in each case in accordance
with rules and procedures established by the Board or its delegate. Previously
owned shares delivered in payment for such taxes must have been owned for at
least six months prior to the exercise date, or may be subject to such other
conditions as the Board or its delegate may require. The value of shares
withheld or delivered shall be the fair market value of such shares on the date
the exercise becomes taxable. Such Withholding Election shall be subject to
the approval of the Board or its delegate, and must be in compliance with
rules and procedures established by the Board or its delegate.
(f) The vesting of options may be on such terms
as the Board may prescribe, and such vesting may be made automatically
accelerated in the event of a change of control of the Company.
If any Participant's employment is terminated by the
Company for any reason other than for Misconduct or, if applicable, by
Constructive Termination, within one year after a Change of Control has
occurred, then all Options held by such Participant shall become fully vested
for exercise upon the date of termination, irrespective of the vesting
provisions of the Participant's option agreement.
Unless otherwise specified in an individual's option
agreement, the term "Change of Control" shall mean a change of control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), or in response to any other form
or report to the Securities and Exchange Commission or any stock exchange on
which the Company's shares are listed which requires the reporting of a change
of control. In addition, a Change of Control shall be deemed to have occurred
if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing more than 20% of the combined voting
power of the Company's then outstanding securities; or (ii) in any two-year
period, individual who were members of the Board of Directors (the "Board") at
the beginning of such period plus each new director whose election or
nomination for election was approved by at least two-thirds of the directors in
office immediately prior to such election or nomination, cease for any reason
to constitute at least a majority of the Board; or (iii) a majority of the
members of the Board in office prior to the happening of any event and who are
still in office after such event, determines in its sole discretion within one
year after such event, that as a result of such event there has been a Change
of Control.
Notwithstanding the foregoing definition, "Change of
Control" shall exclude the acquisition of securities representing more than 20%
of the combined voting power of the Company by the Company, any of its
wholly-owned subsidiaries, or any trustee or other fiduciary holding securities
of the Company under an employee benefit plan now or hereafter established by
the Company. As used
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994