AMD 1993 Annual Report Download - page 98

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been elected as a member of the Board of Directors of the Company shall then be
granted a First Option; i.e., an option to purchase 12,000 Shares under the
Plan. Further, subject to the right of any Outside Director who has not
previously been elected as a member of the Board of Directors of the Company to
receive a First Option, if there are insufficient Shares available under the
Plan for each Outside Director to receive an Annual Option (as adjusted) in any
year, the number of Shares subject to each Annual Option in such year shall
equal the total number of available Shares then remaining under the Plan
divided by the number of Outside Directors on such date, as rounded down to
avoid fractional Shares. All Options granted to Outside Directors shall be
subject to the following terms and conditions of this Section 8.
(b) Nonstatutory Options. All Options granted to Outside
Directors pursuant to the Plan shall be NSOs.
(c) Exercise Price. The exercise price under each Option
granted to an Outside Director shall be one hundred percent of the Fair Market
Value per Share subject thereto on the date the Option is granted and shall be
payable in full at the time the Option is exercised (i) in cash or by certified
check, (ii) by delivery of Shares to the Company which shall have been owned
for at least six months and have a Fair Market Value per Share on the date of
surrender equal to the exercise price, or (iii) by delivery to the Company of a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company from sale or loan proceeds the amount
required to pay the exercise price and any applicable tax withholding.
(d) Duration and Vesting of Options. Each Option granted to
an Outside Director shall be for a term of ten years plus one day. Each First
Option shall vest and become exercisable on July 15 of subsequent calendar
years, according to the following schedule: 4,800 shares in the first calendar
year following the date of grant; 3,600 shares in the second such calendar
year; 2,400 shares in the third such calendar year; and 1,200 shares in the
fourth such calendar year. Each Annual Option shall vest and become
exercisable on July 15 of subsequent calendar years according to the following
schedule: in equal installments of 1,000 shares each in the second, third and
fourth calendar years following the date of grant. Any Shares acquired by an
Outside Director upon exercise of an option shall not be freely transferable
until six months after the date stockholder approval referred to in Section 15
hereof is obtained.
(e) Termination of Tenure on the Board. The rights to
exercise an Option granted to an Outside Director shall be limited as follows:
(1) DEATH, DISABILITY OR TERMINATION: If an
Outside Director's tenure on the Board is terminated for any reason,
then the Outside Director or the Outside Director's estate, as the
case may be, shall have the right for a period of twelve months
following the date such tenure is terminated to exercise the Option
to the extent the Outside Director was entitled to exercise such
Option on the date the Outside Director's tenure terminated;
provided the actual date of exercise is in no event after the
expiration of the term of the Option. An Outside Director's
"estate" shall mean the Outside Director's legal representative or
any person who acquires the right to exercise an Option by reason of
the Outside Director's Death or Disability.
(2) 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994