AMD 1993 Annual Report Download - page 59

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(c) In addition, if and to the extent authorized by the Board of
Directors, optionees may make all or any portion of any payment due to the
Company upon exercise of an option by delivery of any property (including
securities of the Company) other than cash, so long as such property
constitutes valid consideration for the stock under applicable law.
(d) Where, in the opinion of counsel to the Company, the Company
has or will have an obligation to withhold taxes relating to the exercise of
any stock option, the Board or its delegate may in its discretion require that
such tax obligation be satisfied in a manner satisfactory to the Company before
shares deliverable pursuant to the exercise of such option are transferred to
the option holder. An option holder may make a Withholding Election, to pay
required minimum withholding taxes by the withholding of shares from the total
number of shares deliverable pursuant to the exercise of the option or by
delivering a sufficient number of previously acquired shares to the Company and
may elect to have additional taxes paid by the delivery of previously acquired
shares, in each case in accordance with procedures established by the Board or
its delegate. Previously owned shares delivered in payment of such taxes must
have been held at least six months prior to the 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 exercise becomes taxable. Such Withholding Election
shall be
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994