AMD 1993 Annual Report Download - page 103

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the Exchange Act, and if such Limited Right has not been outstanding for at
least six months on the date of the Change of Control, then the sixty-day
period shall not begin until the expiration of six months from the date of
grant of such Limited Right. Notwithstanding the provisions of the immediately
preceding sentence, each Limited Right shall be exercisable only if and to the
extent that the Related Option is exercisable. A Limited Right granted as an
Automatic Right, shall be exercised automatically and only for cash, on
satisfaction of conditions specified in the Right Agreement; provided that an
Automatic Right held by a participant who is subject to Section 16 of the
Exchange Act shall not be automatically exercised unless such Automatic Right
has been outstanding for at least six months from the date of grant of such
Right.
(b) The term "Spread" as used in this Section 12 with
respect to the exercise of any Limited Right shall mean an amount equal to the
product computed by multiplying (i) the excess of (A) either (x) the highest
Fair Market Value per Share during the sixty-day period ending on the date of
the Change of Control, or (y) the Event Price per Share, whichever is greater,
over (B) the exercise price per Share at which the Related Option is
exercisable, by (ii) the number of Shares with respect to which such Limited
Right is being exercised.
(c) Upon the exercise of a Limited Right as provided in
paragraph (e) of this Section 12, the holder thereof shall receive an amount in
cash equal to the Spread.
(d) Notwithstanding any other provision of this Plan, no
General Right which has a Related Option may be exercised for cash at any time
when any Limited Right which was granted with respect to the same Related
Option may be exercised.
(e) To exercise a Limited Right, the holder shall (i) give
notice thereof to the Company in form satisfactory to the Board or its delegate
specifying the number of Shares with respect to which such holder is exercising
the Limited Right, and (ii) if requested by the Company, deliver the Right
Agreement relating to the Limited Right being exercised and the Option
Agreement for the Related Option to the Secretary of the Company who shall
endorse thereon a notation of such exercise and return the Right Agreement and
the Option Agreement to the employee. The date of exercise of a Limited Right
which is validly exercised shall be deemed to be the date on which the Company
shall have received the notice referred to in the first sentence of this
paragraph (e).
13. STOCK APPRECIATION RIGHTS -- GENERAL PROVISIONS
(a) Either a General Right or a Limited Right, or both a
General Right and a Limited Right, may be granted with respect to the same
Related Option. Upon the exercise of a Right, any Related Option and any other
Right granted with respect to the same Related Option shall be considered
cancelled to the extent of the Shares with respect to which the Right is
exercised. Upon the exercise, cancelleation or termination of any Related
Option, the Right or Rights that relate thereto will cease to be exercisable to
the extent of the number of Shares with respect to which the Related Option is
exercised, cancelled or terminated.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994