AMD 2000 Annual Report Download - page 82

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,
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.,
a Delaware corporation.
(f) "Constructive Termination" The term "Constructive Termination" shall
mean a resignation by a Participant who has been elected by the Board 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) "Fair Market Value per Share" The term "Fair Market Value per Share"
shall mean as of any day (i) the closing price for Shares on the New York Stock
Exchange as reported in The Wall Street Journal on the day as of which such
determination is being made or, if there was no sale of Shares reported in The
Wall Street Journal on such day, on the most recently preceding day on which
there was such a sale, or (ii) if the Shares are not listed or admitted to
trading on the New York Stock Exchange on the day as of which the determination
is made, the amount determined by the Board or its delegate to be the fair
market value of a Share on such day.
(h) "Insider" The term "Insider" means an officer or director of the
Company or any other person whose transactions in the Company's Common Stock are
subject to Section 16 of the Exchange Act.
(i) "Option" The term "Option" shall mean a nonstatutory stock option
granted under this Plan.
(j) "Participant" The term "Participant" shall mean any person who holds an
Option granted under this Plan.
(k) "Plan" The term "Plan" shall mean this Advanced Micro Devices, Inc.
2000 Stock Incentive Plan, as amended from time to time.
(l) "Shares" The term "Shares" shall mean shares of Common Stock of the
Company and any shares of stock or other securities received as a result of
the adjustments provided for in Section 9 of this Plan.
3. ADMINISTRATION
(a) The Board, whose authority shall be plenary, shall administer the Plan
and may delegate part or all of its administrative powers with respect to part
or all of the Plan pursuant to Section 3(d).
(b) The Board or its delegate shall have the power, subject to and within
the limits of the express provisions of the Plan:
(1) To grant Options pursuant to the Plan.
(2) To determine from time to time which of the eligible persons shall
be granted Options under the Plan, the number of Shares for which each
Option shall be granted, the term of each granted
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001