AMD 1993 Annual Report Download - page 146

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5. AWARDS.
(a) The Board or its delegate shall have the authority to
award Restricted Stock to employ directors, officers and other employees.
(b) Common Stock awarded to employees pursuant to this
Section 5 shall be subject to the restrictions on transfer and other conditions
specified in Section 6. The Board or its delegate, in its sole discretion,
shall determine the terms or conditions under which such restrictions on
transfer shall lapse. Such terms or conditions may include attainment of
performance goals, passage of time, a change of control of the Corporation or
such other terms or conditions as the Board or its delegate may deem
appropriate. Subject to Section 8, the Board or its delegate may accelerate
the lapse of restrictions or otherwise waive any terms or conditions of an
award when it finds that such an acceleration or waiver would be in the best
interest of the Corporation.
(c) The Board or its delegate, in its sole discretion, shall
determine the terms or conditions under which, during the Restriction Period
(defined in Section 6), shares still subject to restriction shall be forfeited
by an employee. Such terms or conditions may include, but are not limited to,
termination of service.
(d) During the Restriction Period, recipients of awards of
restricted stock under this Section 5 shall be entitled to the rights incident
to such shares described in Section 6.
(e) Where in the opinion of counsel to the Corporation, the
Corporation has or will have an obligation to withhold taxes relating to any
restricted stock award, the Board or its delegate may in its discretion require
that such tax obligation be satisfied in a manner satisfactory to the
Corporation before shares deliverable pursuant to the award are transferred to
the award holder. An award holder may make an election to pay such tax by the
withholding of shares from the total number of shares deliverable pursuant to
the terms of the award or by delivering a sufficient number of previously
acquired shares to the Corporation (the "Withholding Election"), and may elect
to have additional taxes paid by the delivery of previously acquired shares in
accordance with rules and procedures established by the Board or its delegate.
Previously owned shares delivered in payment for such taxes must have been for
at least six months prior to the owned exercise date, or may be subject to such
other conditions as the Board or its delegate may require. The value of shares
withheld or delivered shall be the fair market value of such shares on the date
the award becomes taxable (the "Tax Date"). Such Withholding Election shall be
subject to the approval of the Board or its delegate, and must be in
compliance with rules and procedures established by the Board or its delegate.
An award holder who elects under Section 83(b) of the Internal Revenue Code to
be taxed at the time shares are issued subject to restrictions
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994