AMD 1996 Annual Report Download - page 47

loan proceeds required to pay the exercise price, or (vi) any combination
of the foregoing methods of payment. Any promissory note shall be a full
recourse promissory note having such terms as may be approved by the
Board and bearing interest at a rate sufficient to avoid imputation of
income under Sections 483, 1274 or 7872 of the Code; provided that
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Participants who are not employees or directors of the Company will not
be entitled to purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares; provided further,
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that the portion of the exercise price equal to the par value, if any, of
the Shares must be paid in cash;
(b) The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including Insiders, on
such terms as may be approved by the Board for the purpose of financing the
exercise of Options granted under the Plan and the payment of any taxes
that may be due by reason of such exercise.
10. TAX WITHHOLDING
(a) Where, in the opinion of counsel to the Company, the Company has
or will have an obligation to withhold federal, state or local taxes
relating to the exercise of any Option, the Board may in its discretion
require that such tax obligation be satisfied in a manner satisfactory to
the Company. With respect to the exercise of an Option, the Company may
require the payment of such taxes before Shares deliverable pursuant to
such exercise are transferred to the holder of the Option.
(b) With respect to the exercise of an Option, a Participant may elect
(a "WITHHOLDING ELECTION") to pay his minimum statutory withholding tax
obligation by the withholding of Shares from the total number of Shares
deliverable pursuant to the exercise of such Option, or by delivering to
the Company a sufficient number of previously acquired Shares, and may
elect to have additional taxes paid by the delivery of previously
acquired Shares, in each case in accordance with rules and procedures
established by the Board. Previously owned Shares delivered in payment
for such additional taxes must have been owned for at least six months
prior to the delivery or must not have been acquired directly or
indirectly from the Company and may be subject to such other conditions
as the Board may require. The value of Shares withheld or delivered shall
be the Fair Market Value per Share on the date the Option becomes
taxable. All Withholding Elections are subject to the approval of the
Board must be made in compliance with rules and procedures established by
the Board.
11. ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION
If there is any change in the Common Stock of the Company by reason of
any stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of Shares, or any
other similar corporate event, then the Board shall make appropriate
adjustments to the number of Shares theretofore appropriated or thereafter
subject or which may become subject to an Option under the Plan. Outstanding
Options shall also be automatically converted as to price and other terms if
necessary to reflect the foregoing events. No right to purchase fractional
Shares shall result from any adjustment in Options pursuant to this Section
11. In case of any such adjustment, the Shares subject to the Option shall be
rounded down to the nearest whole Share. Notice of any adjustment shall be
given by
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997