AMD 1993 Annual Report Download - page 147

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may not elect to have a portion of those shares withheld, but may elect to
deliver previously acquired shares which are not subject to restrictions. In
the event that the award holder fails to satisfy his withholding obligation in
a timely manner and according to the rules established by the Board or its
delegate, the Corporation shall withhold a sufficient number of shares or
sufficient cash, from whatever source available, to satisfy the tax withholding
obligation.
(f) No employee or other person shall have any claim or right
to be granted shares of Restricted Stock under this Section 5.
6. RESTRICTIONS AND RIGHTS.
The shares of Common Stock awarded pursuant to the Plan shall be
subject to the following restrictions and conditions and shall entitle the
holder thereof to the following rights:
(a) During the Restriction Period, the participant will not
be permitted to sell, pledge, assign or otherwise transfer Restricted Stock
awarded under this Plan. The Restriction Period is the period between the date
the shares are awarded and the date on which all restrictions and conditions
are waived.
(b) Except as provided in Section 6(a), the participant shall
have with respect to the Restricted Stock all of the rights of a stockholder of
the Corporation, including the right to vote the shares and receive dividends
and other distributions.
(c) All shares of Restricted Stock which are forfeited by a
participant pursuant to the provisions of this Plan or any agreement required
hereunder will be re-acquired by the Corporation.
(d) Notwithstanding the other provisions of this Section 6,
the Board or its delegate may adopt rules which would permit a gift by a
participant of Restricted Stock to a spouse, lineal descendant or legal
dependent or to a trust whose beneficiary or beneficiaries shall be either such
a person or persons or the participant; provided that any restrictions on
further transfer and any requirement of continued service shall continue to
apply to the Restricted Stock in the hands of the donee.
(e) Any attempt to dispose of Restricted Stock in a manner
contrary to the restrictions shall be void and ineffective.
(f) Nothing in this Section 6 shall preclude a participant
from exchanging any Restricted Stock for any other shares of Common Stock that
are similarly restricted.
7. AGREEMENTS AND CERTIFICATES.
(a) Each recipient of an award under this Plan shall execute
an agreement or other instrument evidencing the award and shall deliver a fully
executed copy thereof to the Corporation.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994