AMD 2000 Annual Report Download - page 47

properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company from sale or loan proceeds the amount
required to pay the exercise price and any applicable tax withholding. If
securities of the Company are delivered in payment of the exercise price
pursuant to this paragraph, such securities shall have been owned for at least
six months (or such other period as the Board or its delegate may require) and
have a fair market value on the date of surrender equal to the exercise price.
Any securities delivered by a Participant who is subject to Section 16 of the
Exchange Act must be the same class of stock as the stock to be received upon
exercise of the Option.
(c) The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including officers, on such
terms as may be approved by the Board of Directors for the purpose of financing
the exercise of Options granted under the Plan and the payment of any taxes that
may be due by reason of such exercise.
(d) In addition, a Participant may elect to have the Company withhold from
the number of Shares otherwise issuable upon exercise of an Option, a sufficient
number of Shares with an aggregate Fair Market Value per Share on the date of
exercise equal to the exercise price. Any such election shall be subject to the
approval of the Board or its delegate and must be made in compliance with rules
and procedures established by the Board or its delegate.
10. Tax Withholding
(a) 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 Option
or Right, the Board or its delegate may in its discretion require that such tax
obligation be satisfied in a manner satisfactory to the Company. In satisfying
such obligation with respect to a General or Limited Right exercised for cash,
the Company may withhold such taxes from any cash award. With respect to the
exercise of an Option or a General Right, in whole or in part, for Shares, the
Company may require the payment of such taxes before Shares deliverable pursuant
to such exercise are transferred to the holder of the Option or General Right.
(b) With respect to the exercise of an Option or a General Right, in whole
or in part, for Shares, a Participant may elect (a "Withholding Election") to
pay his withholding tax obligation by the withholding of Shares from the total
number of Shares deliverable pursuant to the exercise of such Option or General
Right or by delivering to the Company a sufficient number of previously acquired
Shares owned for at least six months or such other period as the Board or its
delegate may require. The value of Shares withheld or delivered shall be the
Fair Market Value per Share on the date the exercise becomes taxable. All
Withholding Elections are subject to the approval of the Board or its delegate
and must be made in compliance with rules and procedures established by the
Board or its delegate.
11. Stock Appreciation Rights -- General Rights
(a) The Board or its delegate shall have authority in its discretion to
grant a General Right to any eligible employee. A General Right may be granted
to a Participant irrespective of whether such Participant holds, is being
granted, or has been previously granted an Option, a Limited Right or a General
Right under the Plan. A General Right may be made exercisable without regard to
the exercisability of any Option or may be made exercisable only to the extent
of,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001