AMD 1993 Annual Report Download - page 123

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(a) The Board or its delegate shall have authority in its
discretion to grant a General Right to any eligible employee. A General Right
may be granted to an Optionee irrespective of whether such Optionee holds, is
being granted, or has been granted an option under any Stock Option Plan of the
Corporation. A General Right may be granted to an Optionee irrespective of
whether such Optionee holds, is being granted, or has been granted a Limited or
General Right. A General Right may be made exercisable without regard to the
exercisability of any option. On the exercise or termination of a Related
Option, the General 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) With respect to the exercise of any General Right for
Shares, the term "Spread" as used in this Section 6 shall mean 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 Award
Price by (ii) the number of Shares with respect to which such General Right is
being exercised. With respect to the exercise of any General Right for cash,
the term "Spread" as used in this Section 6 shall mean an amount equal to the
product computed by multiplying (i) the excess of (A) the highest Fair Market
Value per Share during the period described in paragraph (e) of this Section 6
over (B) the Award Price by (ii) the number of Shares with respect to which
such General Right is being exercised.
(c) On the exercise of a General Right as provided in
Paragraph (j) of this Section 6, the holder thereof, except as provided in
Paragraph (d) of this Section 6, 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 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 6, the Board or its delegate 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 6 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 Board or its delegate shall disapprove a
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994