AMD 2000 Annual Report Download - page 62

bonus formula set forth in Section 4(a) above would be, or could reasonably be
expected to be, significantly affected thereby, appropriate adjustment will, at
the request of either party, be negotiated to establish a substitute formula to
yield an equitable and comparable result. If the parties cannot agree upon such
substitute formula, or if the parties cannot agree as to whether or not an
occurrence which would give rise to the right of either party to request
adjustment pursuant to the foregoing has occurred, the parties shall submit such
matter to arbitration under the provisions of Section 27.
(d) In addition to the bonus payable in each fiscal year under Section
4(a), Executive shall be entitled to receive as an additional bonus such
additional amounts as the Board (or such Committees as may be designated by the
Board) shall determine in its discretion. In determining the amount of such
additional amounts, the Board (or Committee) shall consider among other things
Executive's contribution to the accomplishment of Company's long-range business
goals, the success of various corporate strategies in which Executive
participated in reaching those goals, and Executive's unique services in
connection with the maintenance or increase in stockholder value of Company. The
Compensation Committee of the Board shall fulfill the Board's obligations under
this Section 4(d), until such designation is revoked by the Board.
5. Stock Options and Related Incentive Plans
(a) Executive shall be eligible to participate in the Stock Option
Plans of Company and any additional or successor incentive plan or plans. Any
option grants made to Executive pursuant to such plans shall provide for an
expiration date of ten (10) years following the date of grant subject to earlier
termination following termination of service only pursuant to Section 5(c), 13
or 15 hereof.
(b) As of the Effective Date, Executive was granted time-based options
to purchase an aggregate 1,200,000 shares of Company's Common Stock (the "New
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Option" or "New Options"), pursuant to Company stock incentive plans (as
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amended) under which the options are duly authorized (the "Option Plan" or
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"Options Plans"). The New Options shall have an exercise price equal to one
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hundred percent (100%) of the fair market value of Company Common Stock as of
the Effective Date. Of the New Option shares, 350,000 shares shall become
vested and fully exercisable on and after November 15, 2000; 350,000 shares
shall become vested and fully exercisable on and after November 15, 2001;
250,000 shares shall become vested and fully exercisable on and after November
15, 2002; and 250,000 shares shall become vested on and after November 15, 2003
and shall become fully exercisable on the date Executive ceases to be an
executive officer or any earlier date on which an exercise would not render the
option "spread" nondeductible to Company by reason of Section 162(m) of the
Code, but in no event later than June 30, 2004; provided in each case that
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(except as provided elsewhere in this Agreement or as accelerated under other
provisions of this Agreement) Executive is providing services to Company as an
officer, director or employee on the applicable vesting date. Each New Option
shall be transferable upon election by Executive, to the extent consistent with
applicable restrictions under Company's registration of the underlying shares
with the SEC.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001