AMD 1993 Annual Report Download - page 113

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Paragraph (c), after reducing the Spread by such cash amount, plus
cash in lieu of any fractional Share as provided above.
(d) Notwithstanding the provisions of Paragraph
(c) of this Section 4, the Committee 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 4 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 Committee shall disapprove a Cash Election, in lieu
of paying the cash (or any portion thereof) specified in such Cash Election,
the Committee 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 4, after reducing the Spread by
such cash to be paid plus cash in lieu of any fractional Share.
(e) Notwithstanding the provisions of Paragraph
(c) of this Section 4, a Cash Election may be made only during the period
beginning on the third business day following the date of release for
publication of the quarterly and annual summary statements of sales and
earnings of the Corporation and ending on the 12th business day following such
date.
(f) The Corporation intends that this Section 4
shall comply with the requirements of Rule 16b-3 (the "Rule") under the
Securities Exchange Act of 1934 during the term of this Plan. Should any
provision of this Section 4 be unnecessary to comply with the requirements of
the Rule or should any additional provisions be necessary for Section 4 to
comply with the requirements of the Rule, the Board of Directors of the
Corporation may amend this Plan to add to or modify the provisions of this Plan
accordingly.
(g) No General Right shall be transferable except
by will or by the laws of descent and distribution. During the life of a
holder of a General Right, the General Right shall be exercisable only by him
or his guardian or legal representative.
(h) A person exercising a General Right shall not
be treated as having become the registered owner of any Shares issued on such
exercise until such Shares are issued.
(i) Each General Right shall be on such terms and
conditions not inconsistent with this Plan as the Committee may determine and
shall be evidenced by a Right Agreement setting forth such terms and conditions
executed by the Corporation and the holder of the General Right.
(j) To exercise a General Right, the holder shall
(i) give written notice thereof to the Corporation in form satisfactory to the
Committee addressed to the Secretary of the Corporation specifying (A) the
number of Shares with respect to which he is exercising the General Right and
(B) the amount he 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; (ii)
deliver to the Corporation such written representations, warranties and
covenants as the Corporation may require under Section 8 of this Plan; and
(iii) if requested by the Corporation, deliver the Right Agreement relating to
the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994