AMD 2001 Annual Report Download - page 180

Mr. Hector Ruiz
January 31, 2002
Page 3
bonus formula set forth in Section 4(a) 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.
5. Stock Options.
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(a) You shall be eligible for the grant of equity compensation awards
from time to time under the equity compensation plans and arrangements
maintained by AMD. Any option grants made to you pursuant to such plans and
arrangements shall be subject to the provisions of this Section 5 and Section 10
hereof.
(b) On the Effective Date, you shall be granted a time-based option to
purchase 400,000 shares of AMD's Common Stock in accordance with the following
terms: The option shall have an exercise price equal to one hundred percent
(100%) of the fair market value of AMD's Common Stock as of the date of grant.
Of these options shares, 100,000 shares shall become fully exercisable on
October 15, 2002; 100,000 shares shall become fully exercisable on October 15,
2003; 100,000 shares shall become fully exercisable on October 15, 2004; 50,000
shares shall become fully exercisable on October 15, 2005; and 50,000 shares
shall become fully exercisable on October 15, 2006.
(c) On the Effective Date, you shall be granted a time-based option to
purchase 200,000 shares of AMD's Common Stock in accordance with the following
terms: The option shall have an exercise price equal to one hundred percent
(100%) of the fair market value of AMD's Common Stock as of the date of grant.
Of these options shares, 50,000 shares shall become fully exercisable on October
15, 2003; 50,000 shares shall become fully exercisable on October 15, 2004;
50,000 shares shall become fully exercisable on October 15, 2005; and 50,000
shares shall become fully exercisable on June 19, 2006.
(d) On the Effective Date, you shall be granted an option to purchase
600,000 shares of AMD's Common Stock ("Performance Accelerated Options"). The
Performance Accelerated Options shall have an exercise price equal to one
hundred percent (100%) of the fair market value of AMD's Common Stock as of the
date of grant. For any Measurement Period, the vesting with respect to 25,000
Performance Accelerated Options will be accelerated to the earliest possible
Measurement Date (the "Release Date") for that Measurement Period if (i) for any
Target Period during that Measurement Period the Average Stock Price meets or
exceeds the Stock Price Target for that Target Period and (ii) you are employed
on that Release Date. The number of Performance Accelerated Options for which
the vesting will be accelerated as of any Release Date will be increased by the
number of Performance Accelerated Options on which the vesting has not been
accelerated but which would have been accelerated on any preceding Measurement
Date had the Stock Price Target been satisfied for a prior Target Period within
the current calendar year or the immediately preceding calendar years.
Notwithstanding the foregoing, 300,000 of the Performance Accelerated Options
shall become fully exercisable on October 31, 2007, reduced by any Performance
Accelerated Options the vesting of which has previously been accelerated
pursuant to this subparagraph 5(d), and 300,000 of the Performance Accelerated
Options shall become fully exercisable on October 31, 2008.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002