AMD 1993 Annual Report Download - page 91

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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. The Board or its delegate may, at its discretion, define a Change of
Control differently for purposes of any individual option agreement.
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 herein, the term "beneficial owner" shall have the same
meaning as under Section 13(d) of the Exchange Act and related case law.
(e) Code: The term "Code" shall mean the Internal Revenue
Code of 1986, as amended to date and as it may be amended from time to time.
(f) Company: The term "Company" shall mean Advanced Micro
Devices, Inc., a Delaware corporation.
(g) Constructive Termination: 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.
(h) 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 (except for automatic grants of options to Outside
Directors pursuant to Section 8 hereof) or any other plan of the Company or any
of its Affiliates.
(i) Event Price per Share: The term "Event Price per Share"
as used in Section 12 with respect to the exercise of a Limited Right shall
mean the highest price per Share paid in connection with the event constituting
a Change of Control. Any securities or property which are part or all of the
consideration paid for Shares in connection with the event constituting a
Change of Control shall be valued in determining the Event Price per Share at
the highest of (A) the valuation placed on such securities or property by the
corporation, person or other entity which paid such price or (B) the valuation
placed on such securities or property by the Board of Directors.
(j) 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994