AMD 1993 Annual Report Download - page 115

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Committee.
(d) The term "Spread" as used in this Section 5
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) the Offer Price per
Share 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 Limited
Right is being exercised.
(e) Upon the exercise of a Limited Right as
provided in Paragraph (j) of this Section 5, the holder thereof shall receive
an amount in cash equal to the Spread.
(f) Notwithstanding any other provision of this
Plan, no General Right may be exercised at a time when any Limited Right held
by the holder of such General Right may be exercised.
(g) The Corporation intends that this Section 5
shall comply with the requirements of the Rule during the term of this Plan.
Should any provision of this Section 5 be unnecessary to comply with the
requirements of the Rule or should any additional provisions be necessary for
this Section 5 to comply with the requirements of the Rule, the Board of
Directors of the Corporation may amend this Plan to add or to modify the
provisions of this Plan accordingly.
(h) No Limited Right shall be transferable except
by will or by the laws of descent and distribution. During the life of a
holder of a Limited Right, the Limited Right shall be exercisable only by him
or his guardian or legal representative.
(i) Each Limited Right shall be on such terms and
conditions not inconsistent with the 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 Limited Right.
(j) To exercise a Limited 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 the number
of Shares with respect to which he is exercising the Limited Right, and (ii) if
requested by the Corporation, deliver the Right Agreement relating to the
Limited Right being exercised and the Option Agreement for a 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
employee. The date of exercise of a Limited 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).
6. Effectiveness and Term of the Plan.
(a) This Plan shall become effective on the date
on which it is approved by the holders of outstanding shares of Common Stock of
the Corporation constituting a majority of such shares present in person or
represented by proxy and entitled to vote at a meeting of stockholders of the
Corporation duly called and held.
(b) Unless previously terminated in accordance
with Section 9 of this Plan, this Plan shall terminate on the close of business
on January 25, 1992, after which no Rights shall be
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994