AMD 2000 Annual Report Download - page 40

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 merger
or consolidation more than 50% of the combined voting power of the voting
securities of either the Company or the other entity which survives such merger
or consolidation or the parent of the entity which survives such merger or
consolidation; or (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 80% of the combined voting power of
the voting securities of which are owned by persons in substantially the same
proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing (i) unless otherwise provided in a Participant's
employment agreement, no "Change of Control" shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions
immediately following which the record holders of the Common Stock of the
Company immediately prior to such transaction or series of transactions continue
to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately prior to such
transaction or series of transactions and (ii) unless otherwise provided in a
Participant's employment agreement, "Change of Control" shall exclude the
acquisition of securities 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 by the Company or any
of its wholly owned subsidiaries, or any trustee or other fiduciary holding
securities of the Company under an employee benefit plan now or hereafter
established by the Company.
(d) Code: The term "Code" shall mean the Internal Revenue Code of 1986,
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as amended to date and as it may be amended from time to time.
(e) Company: The term "Company" shall mean Advanced Micro Devices, Inc.,
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a Delaware corporation.
(f) Constructive Termination: The term "Constructive Termination" shall
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mean a resignation by a Participant who has been elected by the Company's Board
of Directors as a corporate officer of the Company, due to diminution or adverse
change in the circumstances of such Participant's employment with the Company,
as determined in good faith by the Participant, including, without limitation,
reporting relationships, job description, duties, responsibilities,
compensation, perquisites, office or location of employment. Constructive
Termination shall be communicated by written notice to the Company, and such
termination shall be deemed to occur on the date such notice is delivered to the
Company.
(g) Disinterested Director: The term "Disinterested Director" shall mean
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a Non-Employee Director, as defined by Rule 16b-3 under the Securities Exchange
Act of 1934.
(h) Event Price per Share: The term "Event Price per Share" as used in
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Section 12 with respect to the exercise of a Limited Right shall mean the
highest price per Share paid in connection with the event constituting a Change
of Control. Any securities or property which are part or all of the
consideration paid for Shares in connection with the event constituting a Change
of Control shall be valued in determining the Event Price per Share at the
highest of (A) the valuation placed on such securities or property by the
corporation, person or other entity which paid such price or (B)
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001