AMD 1993 Annual Report Download - page 96

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(a) The term of any Option (other than an ISO) shall not be
greater than ten (10) years and one day from the date it was granted. The term
of any ISO shall not be greater than ten (10) years from the date it was
granted.
(b) The exercise price of each Option shall be not less than
the Fair Market Value per Share of the stock subject to the Option on the date
the Option is granted.
(c) Unless otherwise specified in the option agreement, no
Option shall be transferable otherwise than by will, pursuant to the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, or as otherwise permitted by regulations and
interpretations under Section 16 of the Exchange Act.
(d) Except as otherwise provided in paragraph (e) of this
Section 7, the rights of a Participant other than an Outside Director to
exercise an Option shall be limited as follows:
(1) DEATH OR DISABILITY: If a Participant's
employment is terminated by Death or Disability, then the
Participant or the Participant's estate, or such other person as may
hold the option, as the case may be, shall have the right for a
period of twelve (12) months following the date of Death or
Disability, or for such other period as the Board or its delegate
may fix, to exercise the Option to the extent the Participant was
entitled to exercise such Option on the date of his Death or
Disability, or to such extent as may otherwise be specified by the
Board or its delegate (which may so specify after the date of his
Death or Disability but before expiration of the Option), provided
the actual date of exercise is in no event after the expiration of
the term of the Option. A Participant's estate shall mean his legal
representative or any person who acquires the right to exercise an
Option by reason of the Participant's Death or Disability.
(2) MISCONDUCT: If a Participant is determined
by the Board or its delegate to have committed an act of theft,
embezzlement, fraud, dishonesty, a breach of fiduciary duty to the
Company (or Affiliate), or deliberate disregard of the rules of the
Company (or Affiliate), or if a Participant makes any unauthorized
disclosure of any of the trade secrets or confidential information
of the Company (or Affiliate), engages in any conduct which
constitutes unfair competition with the Company (or Affiliate),
induces any customer of the Company (or Affiliate) to break any
contract with the Company (or Affiliate), or induces any principal
for whom the Company (or Affiliate) acts as agent to terminate such
agency relationship, neither the Participant, the Participant's
estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any shares
whatsoever, after termination of employment, whether or not after
termination of employment the Participant may receive payment from
the Company (or Affiliate) for vacation pay, for services rendered
prior to termination, for services rendered for the day on which
termination occurs, for salary in lieu of notice, or for any other
benefits. In making such determination, the Board or its delegate
shall give the Participant an opportunity to present to the Board or
its delegate evidence on his behalf. For the purpose of this
paragraph, termination of employment shall be deemed to occur on the
date when the Company dispatches notice or advice to the Participant
that his employment is terminated.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994