AMD 2000 Annual Report Download - page 84

subject to such Options shall be available again for the purposes of the Plan.
Shares which are delivered or withheld from the Shares otherwise due on exercise
of an Option shall become available for future awards under the Plan. Shares
that have actually been issued under the Plan upon exercise of an Option that
are no longer subject to forfeiture shall not in any event be returned to the
Plan and shall not become available for future awards under the Plan.
5. ELIGIBILITY
All Options issued under the Plan shall be nonqualified stock options.
Options may be granted only to full or part-time employees, officers,
consultants and advisors of the Company and/or of any Affiliate; provided that
--------
such consultants and advisors render bona fide services not in connection with
the offer and sale of securities in a capital-raising transaction. Options
awarded to Insiders may not exceed in the aggregate forty-five (45%) percent of
all Shares that are available for grant under the Plan and employees of the
Company who are not Insiders must receive at least fifty (50%) percent of all
Shares that are available for grant under the Plan. Options that are issued to
Insiders at below Fair Market Value per Share may not exceed in the aggregate
forty-five percent (45%) of all Shares that are available to grant at below Fair
Market Value per Share under the Plan and employees of the Company who are not
Insiders must receive a least fifty percent (50%) of such Options. Any
Participant may hold more than one Option at any time; provided that the maximum
--------
number of shares which are subject to Options granted to any individual shall
not exceed in the aggregate three million (3,000,000) Shares over the full ten-
year life of the Plan.
6. TERMS OF STOCK OPTIONS
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 shall not be greater than ten (10) years and
one day from the date it was granted.
(b) Options may be granted at an exercise price that is not less than the
par value per Share of the Shares at the time an Option is granted.
(c) Unless otherwise specified in the Option agreement, no Option shall 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 Income Security Act, or the rules
thereunder.
(d) Except as otherwise provided in paragraph (e) of this Section 6 or in
a Participant's employment agreement, the rights of a Participant to exercise an
Option shall be limited as follows:
(1) DEATH OR DISABILITY: If a Participant's service is terminated by
death or disability, then the Participant or the Participant's estate, or
such other person as may hold the Option, as the case may be, shall have
the right for a period of twelve (12) months following the date of death or
disability, or for such other period as the Board may fix, to exercise the
Option to the extent the Participant was entitled to exercise such Option
on the date of his death or disability, or to such extent as may otherwise
be specified by the Board (which may so specify after the date of his death
or disability but before expiration of the Option), provided the actual
date of exercise is in no event after the expiration of the term of the
Option. A Participant's estate shall mean his legal representative or any
person who acquires the right to exercise an Option by reason of the
Participant's death or disability.
(2) MISCONDUCT: If a Participant is determined by the Board to have
committed an act of theft, embezzlement, fraud, dishonesty, a breach of
fiduciary duty to the Company (or Affiliate), or deliberate disregard of
the rules of the Company (or Affiliate), or if a Participant makes any
unauthorized disclosure of any of the trade secrets or confidential
information of the Company (or Affiliate), engages in any conduct which
constitutes unfair competition with the Company (or Affiliate), induces any
customer of the Company (or Affiliate) to break any contract with the
Company (or Affiliate), or induces any principal
4
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001