AMD 1993 Annual Report Download - page 102

13
termination and may be exercised; provided, however, that with respect to a
General Right held by a Participant who is subject to Section 16 of the
Exchange Act, the event constituting a Change of Control shall have been
subject to stockholder approval by non-insider stockholders of the Company, as
determined under Rule 16(b)(3) of the Exchange Act, and if such General Right
has not been outstanding for at least six months on the date of termination,
then such grant shall not be exercisable until such six-month period elapses.
Upon an exercise for cash, a holder of a General Right shall be entitled to
receive an amount in cash equal to the Spread which, for purposes of this
paragraph (e) 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.
(f) An election by a Participant who is subject to Section
16 of the Exchange Act to receive cash upon the exercise of a General Right may
be made without compliance with paragraph (d) of this Section 11, if such
election is irrevocable and the receipt of cash pursuant to such election
occurs no earlier than six months after such election is made. An election
made pursuant to this paragraph (f) may be changed only by a subsequent
irrevocable election to take effect no earlier than six months after the date
such subsequent election is made.
(g) To exercise a General Right, the holder shall (i) give
notice thereof to the Company in form satisfactory to the Board or its delegate
addressed to the Secretary of the Company specifying (A) the number of Shares
with respect to which such holder is exercising the General Right and (B) the
amount such holder elects to receive in cash, if any, and the amount he elects
to receive in Shares with respect to the exercise of the General Right;
provided, however, that notice of the exercise of a General Right pursuant to
paragraph (e) of this Section 11 shall only specify the number of Shares with
respect to which the General Right is being exercised for cash; and (ii) if
requested by the Company, deliver the Right Agreement relating to the General
Right being exercised and the Option Agreement for any Related Option to the
Secretary of the Company, who shall endorse thereon a notation of such exercise
and return the Right Agreement and Option Agreement to the Participant. The
date of exercise of a General Right which is validly exercised shall be the
date on which the Company shall have received the notice referred to in the
first sentence of this paragraph (g).
12. STOCK APPRECIATION RIGHTS -- LIMITED RIGHTS
(a) The Board or its delegate shall have authority in its
discretion to grant a Limited Right to the holder of a Related Option. A
Limited Right may be granted with respect to all or some of the Shares covered
by such Related Option. A Limited Right may be granted either at the time of
grant of the Related Option or at any time thereafter during its term. A
Limited Right may be granted to a Participant irrespective of whether such
Participant is being granted or has been granted a General Right with respect
to the same Related Option. Unless specified in the Right Agreement as an
Automatic Right, a Limited Right may be exercised only during a period of sixty
days beginning on the date of a Change of Control; provided, however, that with
respect to a Limited Right held by a Participant who is subject to Section 16
of the Exchange Act the event constituting a Change of Control shall have been
subject to stockholder approval by non-insider stockholders of the Company, as
determined under Rule 16(b)(3) of
13
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994