AMD 1993 Annual Report Download - page 112

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except under circumstances where a committee is required to administer the Plan
under Section 3(d) above.
(f) The determinations of the Board or its
delegate shall be conclusive and binding on all persons having any interest in
this Plan or in any awards granted hereunder.
4. Stock Appreciation Rights - General Rights.
(a) The Committee shall have authority in its
discretion to grant a General Right to the holder of any Stock Option (the
"Related Option") with respect to all or some of the Shares covered by such
Related Option. A General Right may be granted either at the time of grant of
the Related Option or at any time thereafter during its term. A General Right
may be granted to an Optionee irrespective of whether such Optionee is being
granted or has been granted a Limited Right. Each General Right shall be
exercisable only if and to the extent that the Related Option is exercisable.
Notwithstanding the provisions of the preceding sentence, no General Right may
be exercised until the expiration of six months from the date of grant of such
General Right unless prior to the expiration of such six month period the
holder of the General Right ceases to be an employee of the Company because of
his death or physical or mental incapacity. Upon the exercise of a General
Right, the Related Option shall cease to be exercisable to the extent of the
Shares with respect to which such General Right is exercised, but the Related
Option shall be considered to have been exercised to such extent for purposes
of determining the number of Shares available for the grant of further Stock
Options pursuant to the Stock Option Plans. Upon the exercise or termination
of a Related Option, the General Right with respect to such Related Option
shall terminate to the extent of the Shares with respect to which the Related
Option is exercised or terminated.
(b) The term "Spread" as used in this Section 4
shall mean with respect to the exercise of any General Right 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
purchase price per Share at which the Related Option is exercisable by (ii) the
number of Shares with respect to which such General Right is being exercised.
(c) Upon the exercise of a General Right as
provided in Paragraph (j) of this Section 4, the holder thereof, except as
provided in Paragraph (d) of this Section 4, 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 Corporation 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994