AMD 2000 Annual Report Download - page 63

(c) Each New Option described in this Section 5 shall be subject to,
and governed by, the terms and provisions in the applicable Option Plan, except
to the extent of modifications that are expressly provided for in this
Agreement. Notwithstanding anything in the applicable Option Plan to the
contrary, the New Options shall be exercisable, to the extent vested as provided
in Section 5(b) (or vested and made exercisable by acceleration as provided for
elsewhere in this Agreement or the Option Plan), for the following periods after
the last date of termination of all of Executive's services to Company in any
and all capacities as a director, officer or employee of Company:
(i) in the case of a termination because of death or disability (including
Disability), five years;
(ii) in the case of a termination by reason of Executive's voluntary
resignation or retirement, other than pursuant to Section 14,
(A) before age 65, without the consent of the Board, one year;
(B) before age 65, with the consent of the Board, three years;
and
(C) after age 65, five years;
(iii) in the case of a termination by Company pursuant to Section 13(a)
(ii) of this Agreement, 30 days; and
(iv) in the case of a termination by Executive pursuant to Section 14, or
by Company pursuant to Section 13(a)(iii), or by Company for reasons not
otherwise referred to above, five years, in each case except as expressly
otherwise provided in Section 15(a)(iv).
(d) Executive agrees to enter into stock option agreements with
Company containing the terms and provisions of the New Options together with
such other terms and conditions as counsel for Company may reasonably require to
assure compliance with applicable federal and state securities law and stock
exchange requirements in connection with the issuance of shares of Company
Common Stock upon exercise of the New Options granted as provided herein.
Company will undertake, as soon as practicable, to register the shares
underlying the New Options on Form S-8 under the Securities Act of 1933 (to the
extent not previously registered) and shall keep such Form S-8 in effect for the
entire period the New Options remain outstanding.
(e) All outstanding options, stock appreciation rights, restricted
stock and other stock-based awards held by Executive prior to November 3, 2000
("Prior Options") shall remain outstanding in accordance with their original
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terms and (i) as to options granted prior to September 29, 1996, the terms of
the Original Employment Agreement and the Management Continuity Agreement dated
July 1, 1991 between Company and the Executive (the "MCA") and (ii) as to
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options contemplated by and granted pursuant to the Prior Employment Agreement,
the terms thereof. In the event of any inconsistency or ambiguity with respect
to any options, rights, restricted stock or stock-based awards, the provisions
that are most favorable to the Executive shall prevail.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001