AMD 1997 Annual Report Download - page 50

Company's common stock on the day thirty days before or after the change of
control is equal to or in excess of such stock price target.
Restricted stock awarded under the 1987 Restricted Stock Award Plan, if
provided for in the individual restricted stock award agreement, will be
subject to accelerated vesting in connection with a change in control of the
Company as defined in the particular agreement. Messrs. Sanders' and Previte's
1994 restricted stock award agreements provide that their restricted stock
will vest if more than 20 percent of the outstanding equity or assets of the
Company are acquired by another Company pursuant to merger, sale of
substantially all the assets, tender offer or other business combination,
other than a transaction in which the stockholders of the Company prior to the
transaction retain a majority interest in the surviving Company. Further, as
described above, stock options, stock appreciation rights and restricted stock
held by executive officers who have entered into management continuity
agreements with the Company will vest in accordance with the terms of such
agreements in connection with a Change in Control of the Company as defined in
such agreements. The restricted shares are subject to accelerated vesting if a
change of control occurs (as defined under the terms of the executive's
management continuity agreement) and either (a) consideration paid to
stockholders of the Company for a share of the Company's common stock equals
or exceeds the stock price target, which if attained, would otherwise result
in the vesting of the stock, or (b) the closing price of the Company's common
stock on the day thirty days before or after the change of control is equal to
or in excess of such stock price target.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee through the Company's 1998
Annual Meeting are Mr. Blalack, Dr. Brown and Dr. Silverman. Mr. Sanders is
the sole member of the Employee Stock Committee, which grants stock options
and awards restricted stock to employees who are not also officers. Mr.
Sanders has the authority to make determinations concerning the cash
compensation of executives other than himself, but usually makes such
determinations in consultation with the Compensation Committee.
Mr. Roby is the Chief Executive Officer, President and a director of
Donaldson, Lufkin & Jenrette, Inc. (DLJ). Over the past twenty years,
Donaldson, Lufkin & Jenrette Securities Corporation, a wholly owned subsidiary
of DLJ, has provided investment banking services to the Company. In 1997,
Donaldson, Lufkin & Jenrette Securities Corporation provided services to the
Company and may provide services to the Company during 1998.
Mr. Sanders, the Company's Chief Executive Officer and Chairman of the
Board, became a member of the Board of Directors of DLJ in November 1995. Mr.
Sanders was an advisory director of DLJ from February 1985 to November 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding the beneficial
ownership of the company's common stock as of February 25, 1998, by each
person or entity known to the Company to be the beneficial owner of more than
five percent (5 percent) of the Company's common stock, by directors, the
nominees recommended by the Nominating Committee and nominated by the Board of
Directors for election as directors at the April 30, 1998 annual meeting of
stockholders, by each of the executive officers listed in the Summary
Compensation Table, and by all directors and executive officers as a group.
Except as otherwise indicated, each person has sole investment and voting
powers with respect to the shares shown as beneficially owned. Ownership
information is based upon information furnished by the respective individuals.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998