AMD 1993 Annual Report Download - page 139

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herein, the term "beneficial owner" shall have the same meaning as under
Section 13(d) of the Exchange Act and related case law.
The term "Constructive Termination" shall mean a
resignation by a Participant who has been elected by the Company's Board of
Directors as a corporate officer of the Company, due to diminution or adverse
change in the circumstances of such Participant's employment with the company,
as determined in good faith by the Participant, 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.
10. Non-Transferability of Options. The Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the shareholders of the Company, the number
of shares of Common Stock covered by each outstanding Option, and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation
of the Company, or in the event of a proposed sale of substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, the Option will terminate unless otherwise provided by the Board.
The Board may, in the exercise of its sole discretion in such instances,
declare that any option shall terminate as of a date fixed by the Board and
give each Optionee the right to exercise his Option as to all or any part of
the Optioned Stock including Shares as to which the Option would not otherwise
be exercisable.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994