AMD 2000 Annual Report Download - page 39

Exhibit 10.3
ADVANCED MICRO DEVICES, INC.
1992 STOCK INCENTIVE PLAN
1. Purpose
The purpose of this Plan is to encourage key personnel, whose long-term
employment is considered essential to the Company's continued progress, to
remain in the employ of the Company or its subsidiaries. By means of the Plan,
the Company also seeks to attract new key employees 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 employees in the future.
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,
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partnership, joint venture or other entity in which the Company holds an equity,
profits or voting interest of thirty percent (30%) or more.
(b) Award Price: The term "Award Price" shall mean a price designated by
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the Board or its delegate and which is not less than the Fair Market Value per
Share on the date the Stock Appreciation Right is granted. In the case of a
General Right which is exercisable only in lieu of exercising a Related Option,
unless otherwise specified in the Right Agreement, the Award Price shall be the
exercise price of such Related Option.
(c) Board or its delegate: The term "Board or its delegate" shall mean
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the Company's Board of Directors or its delegate as set forth in Sections 3(d)
and 3(e) hereinbelow.
(d): "Change of Control" Unless otherwise defined in a Participant's
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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 Securities and Exchange Act of 1934, as amended (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
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001