AMD 1993 Annual Report Download - page 125

7
7. Stock Appreciation Rights - Limited Rights.
(a) The Board or its delegate 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 7) for Shares and ending
on the thirtieth day following such date. Each Limited Right shall be
exercisable for not more than the number of Shares 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. On 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 7 shall mean any
tender offer or exchange offer for Shares, other than one made by the
Corporation, 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% or more of the outstanding
Shares.
(c) The term "Offer Price per Share" as used in this Section
7 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 Board
or its delegate.
(d) The term "Spread" as used in this Section 7 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 Award 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.
7
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994