AMD 1993 Annual Report Download - page 148

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(b) Each participant shall be issued a certificate in respect
of shares of Restricted Stock awarded under the Plan. Such certificate shall
be registered in the name of the participant, and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to such
award.
(c) All certificates for shares of Restricted Stock delivered
under this Plan shall be subject to such stop transfer orders and other
restrictions as the Board or its delegate may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange on which the Common Stock is then listed, and any applicable
federal or state securities law. The Board or its delegate may cause a legend
or legends to be placed on any such certificates to make appropriate reference
to such restrictions.
(d) The Board or its delegate may adopt rules which provide
that the stock certificates evidencing shares of Restricted Stock may be held
in custody by a third party fiduciary, or that the Corporation may itself hold
such shares in custody until the restrictions thereon shall have lapsed and may
require, as a condition of any award, that the participant shall have delivered
a stock power endorsed in blank relating to the stock covered by such award.
(e) Notwithstanding any other provision of this Plan, the
Board or its delegate may make awards under the Plan, pursuant to which the
certificate representing shares of Common Stock: (i) will only be issued
under an agreement that imposes restrictions and conditions on the issuance of
such certificate, and (ii) when issued will bear no restrictive legends and
will be freely transferable. In such cases the participant shall,
notwithstanding the provisions of Section 6(b) of this Plan, not have any of
the rights of a stockholder of the Corporation with respect to any shares of
Restricted Stock for which no certificate has been issued.
8. AMENDMENT OF THE PLAN.
The Board or its delegate may amend the Plan at any time, provided
that, unless approved by the stockholders within twelve months before or after
the adoption of the amendment, no amendment shall:
(i) materially increase the maximum number of
shares of Common Stock which are available for awards under the Plan
(other than to prevent dilution as provided for in Section 10(a));
(ii) materially increase the benefits accruing to
participants under the Plan;
(iii) materially modify the requirements as to
eligibility for participation in the Plan;
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994