AMD 1998 Annual Report Download - page 196

4. SHARES SUBJECT TO PLAN
Subject to the provisions of Section 10 (relating to adjustments upon
changes in capitalization), (i) the Shares which may be available for issuance
of Options under the Plan shall not exceed in the aggregate 3,700,000 Shares of
the Company's authorized Common Stock and (ii) the Shares which may be available
for issuance of Restricted Stock Awards under the Plan shall not exceed in the
aggregate 1,000,000 Shares of the Company's authorized Common Stock. In each
case, the Shares of the Company's Common Stock may be unissued Shares or
reacquired Shares or Shares bought on the market for the purposes of issuance
under the Plan. If any Options or Restricted Stock Awards granted under the
Plan shall for any reason be forfeited or canceled, terminate or expire, the
Shares subject to such Options or Restricted Stock Awards shall be available
again for the purposes of the Plan. Shares which are delivered or withheld from
the Shares otherwise due on exercise of an Option shall become available for
future awards under the Plan. Shares that have actually been issued under the
Plan upon exercise of an Option and Shares of Restricted Stock that are no
longer subject to forfeiture shall not in any event be returned to the Plan and
shall not become available for future awards under the Plan.
5. ELIGIBILITY
All Options issued under the Plan shall be nonqualified stock options.
Options may be granted only to full or part-time employees, officers,
consultants and advisors of the Company and/or of any Affiliate; provided that
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such consultants and advisors render bona fide services not in connection with
the offer and sale of securities in a capital-raising transaction. Restricted
Stock Awards may be granted only to full or part-time employees of the Company.
Options awarded to Insiders may not exceed in the aggregate forty-five (45%)
percent of all Shares that are available for grant under the Plan and employees
of the Company who are not Insiders must receive at least fifty (50%) percent of
all Shares that are available for grant under the Plan. No Insider shall be
eligible to receive a Restricted Stock Award. Any Participant may hold more
than one Option or Restricted Stock Award at any time; provided that the maximum
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number of shares which are subject to Options or Restricted Stock Awards 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.
6. TERMS OF STOCK OPTIONS
Each Option agreement shall be in such form and shall contain such terms
and conditions as the Board, or its delegate, from time to time shall deem
appropriate, subject to the following limitations:
(a) The term of any Option shall not be greater than ten (10) years and
one day from the date it was granted.
(b) Options may be granted at an exercise price that is not less than
the Fair Market Value per Share of the Shares at the time an Option is
granted.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999