AMD 1998 Annual Report Download - page 199

(a) All purchases under a Restricted Stock Award made pursuant to this
Plan will be evidenced by a Restricted Stock Award that will be in such form
and contain such terms and conditions (which need not be the same for each
Participant) as the Board or its delegate will from time to time approve, and
will comply with and be subject to the terms and conditions of this Plan. The
offer of Restricted Stock will be accepted by the Participant's delivery of
full payment for the Shares to the Company upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Restricted
Stock agreement.
(b) The purchase price of Shares sold pursuant to a Restricted Stock
Award will be determined by the Board or its delegate on the date the
Restricted Stock Award is granted. Payment of the purchase price may be made
in accordance with Section 8 of this Plan.
(c) Restricted Stock Awards shall be subject to such restrictions as
the Board or its delegate may impose (the "Restrictions"). The Restrictions
may be based upon completion of a specified period of service with the Company
(or Affiliate) or upon completion of the performance goals as set out in
advance in the Participant's individual Restricted Stock Award agreement.
Restricted Stock Awards may vary from Participant to Participant and between
groups of Participants. Prior to the grant of a Restricted Stock Award, the
Board or its delegate shall: (i) determine the nature, length and starting
date of any vesting or performance period (the "Restriction Period") for the
Restricted Stock Award and (ii) select from among the performance factors to
be used to measure performance goals, if any. Prior to the payment of any
Restricted Stock Award, the Board or its delegate shall determine the extent
to which such Restricted Stock Award has been earned.
(d) If a Participant terminates service with the Company (or any
Affiliate) during a performance period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Restricted Stock Award only to the extent earned as of the date
of the Participant's termination of service with the Company (or any
Affiliate) in accordance with the Restricted Stock Award agreement, unless the
Board or its delegate determines otherwise.
(e) During the Restriction Period, the Participant will not be
permitted to sell, pledge (other than to the Company), assign or otherwise
transfer Restricted Stock awarded under this Plan. Notwithstanding the
foregoing, 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.
(f) 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 Shares are 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.
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999