AMD 1998 Annual Report Download - page 200

(g) 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 Company 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.
(h) If a Participant is determined by the Board to have committed on
act of theft, embezzlement, fraud, dishonesty, a breach of fiduciary duty to
the Company (or Affiliate), or deliberate disregard of the rules of the
Company (or Affiliate), or if a Participant makes any unauthorized disclosure
of any of the trade secrets or confidential information of the Company (or
Affiliate), engages in any conduct which constitutes unfair competition with
the Company (or Affiliate), induces any customer of the Company (or Affiliate)
to break any contract with the Company (or Affiliate), or induces any
principal for whom the Company (or Affiliate) acts as agent to terminate such
agency relationship, then, unless otherwise provided in a Participant's
employment agreement, either the Participant, the Participant's estate or such
other person who may then hold the Restricted Stock shall forfeit the
Restricted Stock, whether or not after termination of service the Participant
may receive payment from the Company (or Affiliate) for vacation pay, for
services rendered prior to termination, for services rendered for the day on
which termination occurs, for salary in lieu of notice, or for any other
benefits. In making such determination, the Board shall give the Participant
an opportunity to present to the Board evidence on his behalf. For the purpose
of this paragraph, unless otherwise provided in a Participant's employment
agreement, termination of service shall be deemed to occur on the date when
the Company dispatches notice or advice to the Participant that his service is
terminated.
(i) Unless otherwise provided in a Participant's employment agreement,
if any Participant's employment is terminated by the Company for any reason
other than for misconduct pursuant to Section 7(h) or, if applicable, by
Constructive Termination as defined in Section 2(f), within one year after a
Change of Control has occurred, then all Restricted Stock held by such
Participant shall become fully vested for exercise upon the date of
termination, irrespective of any other vesting provisions of the Restricted
Stock Award. For purposes of this subsection (i), the term "Change of Control"
shall have the meaning assigned by Section 2(c) of this Plan, unless a
different meaning is defined in an individual Participant's Option agreement
or employment agreement.
8. PAYMENT OF PURCHASE PRICE
(a) The consideration to be paid for the Shares to be issued upon
exercise of an Option or the grant of Restricted Stock, including the method
of payment, shall be determined by the Board or its delegate and may consist
entirely of (i) cash, (ii) certified or cashier's check, (iii) promissory
note, (iv) other Shares which (x) either have been owned by the Participant
for more than six months on the date of surrender or were not acquired,
directly or indirectly, from the Company, and (y) have a Fair Market Value per
Share on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised or the aggregate purchase
price of the Restricted Stock, (v) delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver
to the Company the amount of sale or loan proceeds required to pay the
exercise price, or (vi) any combination of the
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999