AMD 1998 Annual Report Download - page 201

foregoing methods of payment. Any promissory note shall be a full recourse
promissory note having such terms as may be approved by the Board and bearing
interest at a rate sufficient to avoid imputation of income under Sections
483, 1274 or 7872 of the Code; provided that Participants who are not employees
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or directors of the Company will not be entitled to purchase Shares with a
promissory note unless the note is adequately secured by collateral other than
the Shares; provided further, that the portion of the exercise price equal to
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the par value, if any, of the Shares must be paid in cash;
(b) The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including Insiders, on such
terms as may be approved by the Board for the purpose of financing the exercise
of Options or the purchase of Restricted Stock granted under the Plan and the
payment of any taxes that may be due by reason of such exercise.
9. TAX WITHHOLDING
(a) Where, in the opinion of counsel to the Company, the Company has or
will have an obligation to withhold federal, state or local taxes relating to
the exercise of any Option or the purchase or vesting of Restricted Stock, the
Board may in its discretion require that such tax obligation be satisfied in a
manner satisfactory to the Company. The Company may require the payment of such
taxes before Shares are transferred to the holder of the Option or Restricted
Stock Award.
(b) A Participant may elect (a "Withholding Election") to pay his minimum
statutory withholding tax obligation by the withholding of Shares from the total
number of Shares deliverable under such Option or Restricted Stock Award, or by
delivering to the Company a sufficient number of previously acquired Shares, and
may elect to have additional taxes paid by the delivery of previously acquired
Shares, in each case in accordance with rules and procedures established by the
Board. Previously owned Shares delivered in payment for such additional taxes
must have been owned for at least six months prior to the delivery or must not
have been acquired directly or indirectly from the Company and may be subject to
such other conditions as the Board may require. The value of Shares withheld or
delivered shall be the Fair Market Value per Share on the date the Option or
Restricted Stock becomes taxable. All Withholding Elections are subject to the
approval of the Board and must be made in compliance with rules and procedures
established by the Board.
10. ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION
If there is any change in the Common Stock of the Company by reason of any
stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of Shares, or any
other similar corporate event, then the Board shall make appropriate adjustments
to the number of Shares theretofore appropriated or thereafter subject or which
may become subject to an Option or Restricted Stock Award under the Plan.
Outstanding Options and Restricted Stock Awards shall also be automatically
converted as to price and other terms if necessary to reflect the foregoing
events. No right to purchase fractional Shares shall result from any adjustment
in Options and Restricted Stock Awards pursuant to this Section 10. In case of
any such adjustment, the Shares subject to the Option and Restricted
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999