AMD 1993 Annual Report Download - page 97

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(3) TERMINATION FOR OTHER REASONS: If a
Participant's employment is terminated for any reason other than
those mentioned above under "DEATH OR DISABILITY" or "MISCONDUCT,"
the Participant, the Participant's estate, or such other person who
may then hold the Option may, within three months following such
termination, or within such longer period as the Board or its
delegate may fix, exercise the Option to the extent such Option was
exercisable by the Participant on the date of termination of his
employment, or to the extent otherwise specified by the Board or its
delegate (which may so specify after the date of the termination of
his employment but before expiration of the Option) provided the
date of exercise is in no event after the expiration of the term of
the Option.
(4) DIVORCE: If an Option or any portion thereof
is transferred pursuant to a qualified domestic relations order to a
former spouse who is neither an Outside Director nor an employee of
the Company or any of its Affiliates, the former spouse shall have
the right for the period of twelve months following the date of
transfer, or 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 transfer. Unless otherwise
specified in the option agreement or by court order, the date of
transfer shall be the date the qualified domestic relations order is
executed.
(e) 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. For purposes of this
subsection (e), the term "Change of Control" shall have the meaning assigned by
this Plan, unless a different meaning is defined in an individual Participant's
option agreement.
(f) Options may also contain such other provisions, which
shall not be inconsistent with any of the foregoing terms, as the Board or its
delegate shall deem appropriate.
(g) The maximum number of shares which are subject to
Options granted to any individual, plus the maximum number of Rights which are
not associated with a Related Option and which are granted to any individual,
shall not exceed in the aggregate two million (2,000,000) shares over the full
ten-year life of the Plan.
8. AUTOMATIC GRANTS TO OUTSIDE DIRECTORS
(a) On the date of adoption of this Plan by the Board, each
Outside Director shall be granted an option to purchase 12,000 Shares under the
Plan (the "First Option"). Thereafter, on the first business day coincident
with or following each annual meeting of the Company's stockholders, each
Outside Director reported as being elected shall be granted an additional
option to purchase 3,000 Shares under the Plan (the "Annual Option"); provided,
however, that an Outside Director who has not previously
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994