AMD 1993 Annual Report Download - page 124

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Cash Election, in lieu of paying the cash (or any portion thereof) specified
in such Cash Election, the Board or its delegate 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
6, 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 6, 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 6 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
6 be unnecessary 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 Board or its delegate may determine and
shall be evidenced by 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
notice thereof to the Corporation in form satisfactory to the Board or its
delegate 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 10 of this Plan; and
(iii) if requested by the Corporation, deliver the Right Agreement relating to
the 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 the date on which the Corporation shall have received the notice
referred to in the first sentence of this Paragraph (j).
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994