AMD 2001 Annual Report Download - page 181

Mr. Hector Ruiz
January 31, 2002
Page 4
(e) For purposes of this Section 5:
(i) "Average Stock Price" means the sum of the closing prices
of AMD's Common Stock on the New York Stock Exchange as reported
in The Wall Street Journal during the applicable Target Period,
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divided by the number of days in which AMD's Common Stock traded
during such period.
(ii) "Measurement Date" means the fifteenth (15th) calendar day
after the end of any Target Period.
(iii) "Target Period" means the calendar month set forth in
Column (2) of Exhibit A.
(iv) "Stock Price Target" means a target stock price as set
forth in Column (3) of Exhibit A.
(v) "Measurement Period" means any consecutive three (3) month
period commencing on or after May 1, 2002, as set forth in Column
(1) of Exhibit A.
(f) All options granted to you pursuant to Sections 5(b), 5(c) and
5(d) shall be in addition to, and not in lieu of, any grant of equity
compensation awards pursuant to Section 5(a) during the Employment Period. You
shall receive annual option grants no less than the annual option grants made to
other executive officers of AMD commencing in 2003 and continuing throughout the
Employment Period.
(g) Each option granted pursuant to Sections 5(a), 5(b), 5(c), 5(d)
and 5(f) shall be transferable upon your election, to the extent consistent with
applicable restrictions under AMD's registration of the underlying shares with
the SEC.
(h) All of your options (including any options that are outstanding
on the Effective Date) shall be subject to, and governed by, the terms and
provisions in the applicable AMD stock incentive plan, except to the extent of
modifications that are expressly provided for in this Agreement. Notwithstanding
anything in the applicable AMD stock incentive plan to the contrary, all of your
options that are granted pursuant to Section 5 of this Agreement, and all other
options held by you either (x) after the Effective Date or (y) prior to the
Effective Date with an exercise price on the Effective Date equal to or greater
than the fair market value of AMD's Common Stock on the Effective Date shall be
exercisable, to the extent vested, at least for the following periods after the
Date of Termination (as defined below):
(i) in the case of a Termination for Death or Disability (as
defined below), Retirement (as defined below) or Termination
without Cause (as defined below) or Involuntary Termination (as
defined below) on or following a Change in Control (as defined
below), five (5) years;
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002