AMD 2000 Annual Report Download - page 44

expire without having been exercised in full, the Shares subject to such Options
or Rights shall be available again for the purposes of the Plan. On the exercise
of a General of Limited Right, the Related Option, if any, shall be considered
to have been exercised to the extent such General or Limited Right is exercised
for the purpose of determining the number of Shares available for the grant of
further Options or Rights pursuant to the Plan.
5. Eligibility
Options and/or Rights may be granted only to full or part-time employees of
the Company and/or of any Affiliate. Outside Directors shall not be eligible for
the benefits of the Plan, except as provided in Section 8 hereof. Any employee
or Outside Director may hold more than one Option and Right at any time.
6. Stock Options -- General Provisions
(a) Except for automatic grants of Options to Outside Directors under
Section 8 hereof, each Option granted pursuant to the Plan may, at the
discretion of the Board or its delegate, be granted either as an ISO or as an
NSO. No option may be granted alternatively as an ISO and as an NSO.
(b) To the extent that the aggregate exercise price for ISOs which are
exercisable for the first time by a Participant during any calendar year (under
this Plan or any other plans of the Company or its Affiliates) exceeds $100,000,
such options shall be treated as NSOs.
(c) No ISO may be granted to a person who, at the time of grant, owns
stock possessing more than 10% of the total combined voting power of the Company
or any of its Affiliates unless the exercise price is at least 110% of the Fair
Market Value per Share of the stock subject to the option and the term of the
option does not exceed five (5) years from the date such ISO is granted.
(d) No ISO may be granted to a consultant or advisor eligible to receive
Options under this Plan.
7. Terms of Option Agreement
Except as otherwise required by the terms of Section 8 hereof, 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 (other than an ISO) shall not be greater than
ten (10) years and one day from the date it was granted. The term of any ISO
shall not be greater than ten (10) years from the date it was granted.
(b) The exercise price of each Option shall be not less than the Fair
Market Value per Share of the stock subject to the Option on the date the Option
is granted.
(c) Unless otherwise specified in the Option Agreement an option shall not
be transferable otherwise than by will, pursuant to the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001