AMD 1996 Annual Report Download - page 72

(g) Nontransferability. During an Optionee's lifetime, such
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Optionee's Option(s) shall be exercisable only by him or her and shall not be
transferable. In the event of an Optionee's death, such Optionee's Option(s)
shall not be transferable other than by will, by written beneficiary designation
or by the laws of descent and distribution.
(h) No Rights as a Stockholder. An Optionee, or a transferee of an
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Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustments shall be made, except as provided
in Section 9.
(i) Modification, Extension and Renewal of Options. Within the
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limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of the outstanding options (to the extend
not previously exercised) in return for the grant of new Options at the same or
a different price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair such Optionee's rights or
increase his or her obligations under such Option.
(j) Restrictions on Transfer of Shares. Any Shares issued upon
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exercise of an Option may be subject to such special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as
the Committee may determine. Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares.
SECTION 8. PAYMENT FOR SHARES.
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(a) General Rule. The entire Purchase Price or Exercise Price of
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Shares issued under the Plan shall be payable in lawful money of the United
States of America at the time when such Shares are purchased, except as follows:
(i) Stock Purchases. In the case of Shares sold under the
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terms of a Stock Purchase Agreement subject to the Plan, payment shall
be made only pursuant to the express provisions of such Stock Purchase
Agreement. However, the Committee (at its sole discretion) may specify
in the Stock Purchase Agreement that payment may be made in one or
both of the forms described in Subsections (e) and (f) below.
(ii) ISO's. In the case of an ISO granted under the Plan,
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payment shall be made only pursuant to the express provisions of the
applicable Stock Option Agreement. However, the Committee (at its sole
discretion) may specify in the Stock Option Agreement that payment may
be made pursuant to Subsections (b), (c), (d), or (f) below.
(iii) Nonstatutory Options. In the case of a Non-statutory
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Option granted under the Plan, the Committee (at its sole discretion)
may accept payment pursuant to Subsections (b), (c), (d) or (f) below.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997