AMD 1993 Annual Report Download - page 127

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9. Certain Adjustments.
(a) In the event that the Corporation shall pay a stock
dividend in, or split-up, combine, reclassify or substitute other securities
for, its outstanding Shares, the Board or its delegate shall forthwith take
such action, if any, as is consistent with the provisions of this Plan and as
in its judgment shall be necessary to preserve to the holders of Rights such
rights as are substantially proportionate to the rights held by them
immediately prior to such an event. Any adjustment may provide for the
elimination of any fractional Shares which might otherwise become subject to a
Right.
(b) In case the Corporation is merged or consolidated with
another corporation and the Corporation is not the surviving corporation, or
all or substantially all of the assets of the Corporation are transferred to
another corporation, such action shall be taken, if any, which in the judgment
of the Board of Directors is necessary to substitute for Shares covered by any
outstanding Right the type of securities or property of the corporation
surviving such merger or consolidation or acquiring such assets which are
issuable by reason of such merger, consolidation or transfer to the holders of
the shares of Common Stock of the Corporation.
(c) Notwithstanding and in addition to the provisions of this
Plan, the Board or its delegate shall have the authority to provide in any
Right Agreement, either at the time of grant or by amendment, that, upon the
date of a determination by the Board of Directors that within six months next
succeeding the date of such determination there is a reasonable possibility a
public market for the Shares may cease to exist, or such Shares may fail to
remain qualified for listing on the New York Stock Exchange, any General or
Limited Right related thereto shall become fully exercisable as to all Shares
subject thereto; provided, however, that except in the case of the death or
physical or mental incapacity of the Right holder, no Right shall be
exercisable prior to the expiration of six months following (i) the date of the
grant of the Related Option, or (ii) the date on which the Right was granted,
whichever is later.
(d) In addition to the authority conferred to the Board or
its delegate in (c) hereinabove, the Board or its delegate shall also have the
authority to modify or otherwise amend any Right Agreement as it deems
necessary or appropriate, provided that the holder of the Right subject to any
such Right Agreement to be modified or amended shall have consented thereto.
10. Compliance with Law.
(a) Each employee, to permit the Corporation to comply with
the Securities Act of 1933, as amended (the "Act"), and any applicable blue sky
or state securities laws, may be required by the Corporation to represent in
writing to the Corporation at the time of grant of a Right and at the time of
the issuance of any Shares thereunder that he does not contemplate and shall
not make
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994