AMD 1993 Annual Report Download - page 114

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General Right being exercised and the Option Agreement for the Related Option
to the Secretary of the Corporation who shall endorse thereon a notation of
such exercise and return the Right Agreement and the Option Agreement to the
Optionee. The date of exercise of a General Right which is validly exercised
shall be deemed to be the date on which the Corporation shall have received the
instruments referred to in the first sentence of this Paragraph (j).
5. Stock Appreciation Rights - Limited Rights.
(a) The Committee shall have authority in its
discretion to grant a Limited Right to the Holder of any Stock Option (the
"Related Option") granted under the Stock Option Plans 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 an Optionee
irrespective of whether such Optionee is being granted or has been granted a
General Right. A Limited Right may be exercised only during the period
beginning on the first day following the date of expiration of any Offer (as
that term is defined in Paragraph (b) of this Section 5) for Shares and ending
on the thirtieth day following such date. Each Limited Right shall be
exercisable only if and to the extent that the Related Option is exercisable.
Notwithstanding the provisions of the two immediately preceding sentences, no
Limited Right may be exercised until the expiration of six months from the date
of grant of such Limited Right. Upon the exercise of a Limited Right, the
Related Option shall cease to be exercisable to the extent of the number of
Shares with respect to which such Limited Right is exercised, but such 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 Limited Right with respect to such Related Option
shall terminate to the extent of the number of Shares with respect to which the
Related Option is exercised or terminated.
(b) The term "Offer" as used in this Section 5
shall mean any tender offer or exchange offer for Shares, other than one made
by the Company, provided that the corporation, person or other entity making
the offer acquires Shares pursuant to such offer and following expiration or
termination of the offer the offeror owns 25% of the outstanding Shares.
(c) The term "Offer Price per Share" as used in
this Section 5 with respect to the exercise of any Limited Right shall mean the
highest price per Share paid in any Offer which Offer is in effect at any time
during the period beginning on the sixtieth day prior to the date on which such
Limited Right is exercised and ending on the date on which such Limited Right
is exercised. Any securities or property which are part or all of the
consideration paid for Shares in the Offer shall be valued in determining the
Offer Price per Share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other entity making such
Offer or (B) the valuation placed on such securities or property by the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994