AMD 2000 Annual Report Download - page 48

and in lieu of, a Related Option. A General Right may be granted with respect to
some or all of the Shares issuable pursuant to the Related Option.
(b) With respect to the exercise of any General Right for Shares by any
Participant, and with respect to the exercise of a General Right for Shares or
cash by a Participant who is not subject to Section 16 of the Exchange Act, the
term "Spread" as used in paragraph (c) of this Section 11 shall mean an amount
equal to the product computed by multiplying (i) the excess of (A) the Fair
Market Value per Share on the date such General Right is exercised over (B) the
Award Price by (ii) the number of Shares with respect to which such General
Right is being exercised. With respect to the exercise of any General Right for
cash by a Participant who is subject to Section 16 of the Exchange Act pursuant
to an election made in accordance with paragraphs (c) and (d) of this Section
11, the term "Spread" as used in paragraph (c) of this Section 11 shall mean an
amount equal to the product computed by multiplying (i) the excess of (A) the
highest Fair Market Value per Share during a Window Period over (B) the Award
Price by (ii) the number of Shares with respect to which such General Right is
being exercised. With respect to the exercise of a General Right for cash
pursuant to an election made in accordance with paragraph (f) of this Section 11
by a Participant who is subject to Section 16 of the Exchange Act, the term
"Spread" as used in paragraph (c) of this Section 11 shall mean an amount equal
to the product computed by multiplying (i) the excess of (A) the Fair Market
Value per Share on the date the election becomes effective over (B) the Award
Price by (iii) the number of Shares with respect to which the General Right is
being exercised.
(c) On the exercise of a General Right as provided in paragraph (g) of
this Section 11, the holder thereof (subject to compliance with paragraph (d) or
paragraph (f) of this Section 11, if applicable) shall be entitled at his
election to receive either:
(i) a number of Shares equal to the quotient computed by dividing the
Spread by the Fair Market Value per Share on the date of exercise of the
General Right; provided, however, that in lieu of fractional Shares the
Company shall pay cash equal to the same fraction of the Fair Market Value
per Share on the date of exercise of the General Right; or
(ii) an amount in cash equal to the Spread; or
(iii) a combination of cash in the amount specified in such holder's
notice of exercise, and a number of Shares calculated as provided in clause
(i) of this paragraph (c), after reducing the Spread by such cash amount,
plus cash in lieu of any fractional Share as provided above.
(d) This paragraph (d) shall only apply to Participants who are subject
to Section 16 of the Exchange Act. Unless an election to receive cash upon the
exercise of a General Right is made pursuant to paragraph (f) of this Section
11, the Board or its delegate shall have sole discretion to consent to or
disapprove, in whole or in part, the election pursuant to either clause (ii) or
(iii) of paragraph (c) of this Section 11 of a holder of a General Right to
receive cash upon the exercise of a General Right ("Cash Election"). Such
consent or disapproval may be given at any time after the Cash Election to which
it relates. If the Board or its delegate shall disapprove a Cash Election, in
lieu of paying the cash (or any portion thereof) specified in such Cash
Election, the Board or its delegate shall determine the cash, if any, to be paid
pursuant to such Cash Election and shall issue a number of Shares calculated as
provided in clause (i) of paragraph (c) of this Section 11, after
10
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001