AMD 1993 Annual Report Download - page 100

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10. TAX WITHHOLDING
(a) Where, in the opinion of counsel to the Company, the
Company has or will have an obligation to withhold taxes relating to the
exercise of any Option or Right, the Board or its delegate may in its
discretion require that such tax obligation be satisfied in a manner
satisfactory to the Company. In satisfying such obligation with respect to a
General or Limited Right exercised for cash, the Company may withhold such
taxes from any cash award. With respect to the exercise of an Option or a
General Right, in whole or in part, for Shares, the Company may require the
payment of such taxes before Shares deliverable pursuant to such exercise are
transferred to the holder of the Option or General Right.
(b) With respect to the exercise of an Option or a General
Right, in whole or in part, for Shares, a Participant may elect (a "Withholding
Election") to pay his withholding tax obligation by the withholding of Shares
from the total number of Shares deliverable pursuant to the exercise of such
Option or General Right 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 or its delegate. Previously owned
shares delivered in payment for such taxes must have been owned for at least
six months prior to the exercise date, or may be subject to such other
conditions as the Board or its delegate may require. The value of Shares
withheld or delivered shall be the Fair Market Value per Share on the date the
exercise becomes taxable. All Withholding Elections are subject to the
approval of the Board or its delegate and must be made in compliance with rules
and procedures established by the Board or its delegate.
11. STOCK APPRECIATION RIGHTS -- GENERAL RIGHTS
(a) The Board or its delegate shall have authority in its
discretion to grant a General Right to any eligible employee. A General Right
may be granted to a Participant irrespective of whether such Participant holds,
is being granted, or has been previously granted an Option, a Limited Right or
a General Right under the Plan. A General Right may be made exercisable
without regard to the exercisability of any Option or may be made exercisable
only to the extent of, and in lieu of, a Related Option. A General Right may
be granted with respect to some or all of the Shares issuable pursuant to the
Related Option.
(b) With respect to the exercise of any General Right for
Shares by any Participant, and with respect to the exercise of a General Right
for Shares or cash by a Participant who is not subject to Section 16 of the
Exchange Act, the term "Spread" as used in paragraph (c) of this Section 11
shall mean an amount equal to the product computed by multiplying (i) the
excess of (A) the Fair Market Value per Share on the date such General Right is
exercised over (B) the Award Price by (ii) the number of Shares with respect to
which such General Right is being exercised. With respect to the exercise of
any General Right for cash by a Participant who is subject to Section 16 of the
Exchange Act pursuant to an election made in accordance with paragraphs (c) and
(d) of this Section 11, the term "Spread" as used in paragraph (c) of this
Section 11 shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the highest Fair Market Value per Share during a Window
Period over (B) the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994