AMD 1998 Annual Report Download - page 192

EXHIBIT 10.33
ADVANCED MICRO DEVICES, INC.
1998 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this Plan is to encourage key personnel and advisors whose
long-term service is considered essential to the Company's continued progress,
to remain in the service of the Company or its Affiliates. By means of the
Plan, the Company also seeks to attract new key employees and advisors whose
future services are necessary for the continued improvement of operations. The
Company intends future increases in the value of securities granted under this
Plan to form part of the compensation for services to be rendered by such
persons in the future. It is intended that this purpose will be effected
through the granting of Options and Restricted Stock.
2. DEFINITIONS
The terms defined in this Section 2 shall have the respective meanings set
forth herein, unless the context otherwise requires.
(a) "Affiliate" The term "Affiliate" shall mean any corporation,
partnership, joint venture or other entity in which the Company holds an equity,
profits or voting interest of thirty percent (30%) or more.
(b) "Board" The term "Board" shall mean the Company's Board of Directors
or its delegate as set forth in Section 3(d) below.
(c) "Change of Control" Unless otherwise defined in a Participant's
employment agreement, the term "Change of Control" shall be deemed to mean any
of the following events: (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such person any securities acquired directly from the Company or any of its
Affiliates) representing more than 20% of either the then outstanding shares of
the Common Stock of the Company or the combined voting power of the Company's
then outstanding voting securities; (ii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board and
any new director (other than a director designated by a person who has entered
into an agreement or arrangement with the Company to effect a transaction
described in clause (i) or (ii) of this sentence) whose appointment, election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose appointment, election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (iii) there is consummated a merger or
consolidation of the Company or subsidiary thereof with or into any other
corporation, other than a merger or consolidation which would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding securities which represent immediately after such
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999