AMD 1993 Annual Report Download - page 101

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Award Price by (ii) the number of Shares with respect to which such General
Right is being exercised. With respect to the exercise of a General Right for
cash pursuant to an election made in accordance with paragraph (f) of this
Section 11 by a Participant who is 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 the election becomes effective over (B)
the Award Price by (iii) the number of Shares with respect to which the General
Right is being exercised.
(c) On the exercise of a General Right as provided in
paragraph (g) of this Section 11, the holder thereof (subject to compliance
with paragraph (d) or paragraph (f) of this Section 11, if applicable) shall be
entitled at his election to receive either:
(i) a number of Shares equal to the quotient computed by
dividing the Spread by the Fair Market Value per Share on the date
of exercise of the General Right; provided, however, that in lieu of
fractional Shares the Company shall pay cash equal to the same
fraction of the Fair Market Value per Share on the date of exercise
of the General Right; or
(ii) an amount in cash equal to the Spread; or
(iii) a combination of cash in the amount specified in such
holder's notice of exercise, and a number of Shares calculated as
provided in clause (i) of this paragraph (c), after reducing the
Spread by such cash amount, plus cash in lieu of any fractional
Share as provided above.
(d) This paragraph (d) shall only apply to Participants who
are subject to Section 16 of the Exchange Act. Unless an election to receive
cash upon the exercise of a General Right is made pursuant to paragraph (f) of
this Section 11, the Board or its delegate shall have sole discretion to
consent to or disapprove, in whole or in part, the election pursuant to either
clause (ii) or (iii) of paragraph (c) of this Section 11 of a holder of a
General Right to receive cash upon the exercise of a General Right ("Cash
Election"). Such consent or disapproval may be given at any time after the
Cash Election to which it relates. If the Board or its delegate shall
disapprove a Cash Election, in lieu of paying the cash (or any portion thereof)
specified in such Cash Election, the Board or its delegate shall determine the
cash, if any, to be paid pursuant to such Cash Election and shall issue a
number of Shares calculated as provided in clause (i) of paragraph (c) of this
Section 11, after reducing the Spread by such cash to be paid plus cash in lieu
of any fractional Share. A Cash Election may be made only (x) with respect to
a General Right which has been held at least six months from the date of grant
of such General Right, and (y) during a Window Period. A Cash Election made in
advance of a Window Period shall be deemed to have been made and to take effect
on the first day of the first Window Period occurring after such election.
(e) Notwithstanding the provision of paragraph (c) of this
Section 11, if within one year after a Change of Control has occurred the
employment of any Participant is terminated by the Company for any reason other
than for Misconduct (or, if applicable, by Constructive Termination), then such
Participant's General Right shall become fully vested on the date of
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994