AMD 2000 Annual Report Download - page 49

reducing the Spread by such cash to be paid plus cash in lieu of any fractional
Share. A Cash Election may be made only (x) with respect to a General Right
which has been held at least six months from the date of grant of such General
Right, and (y) during a Window Period. A Cash Election made in advance of a
Window Period shall be deemed to have been made and to take effect on the first
day of the first Window Period occurring after such election.
(e) Notwithstanding the provision of paragraph (c) of this Section 11, if
the employment of any Participant is terminated by the Company for any reason
other than for Misconduct (or, if applicable, by Constructive Termination)
within one year after a Change of Control has occurred, then such Participant's
General Right shall become fully vested and may be exercised only for cash
during a period of sixty days beginning on the date of termination; provided,
however, that with respect to a General Right held by a Participant who is
subject to Section 16 of the Exchange Act, the event constituting a Change of
Control shall have been subject to stockholder approval by non-insider
stockholders of the Company, as determined under Rule 16(b)(3) of the Exchange
Act, and if such General Right has not been outstanding for at least six months
on the date of termination, then the sixty-day period shall not begin until the
expiration of six months from the date of grant of such General Right. Upon such
exercise, a holder of a General Right shall be entitled to receive an amount in
cash equal to the Spread which, for purposes of this paragraph (e) 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.
(f) An election by a Participant who is subject to Section 16 of the
Exchange Act to receive cash upon the exercise of a General Right may be made
without compliance with paragraph (d) of this Section 11, if such election is
irrevocable and the receipt of cash pursuant to such election occurs no earlier
than six months after such election is made. An election made pursuant to this
paragraph (f) may be changed only by a subsequent irrevocable election to take
effect no earlier than six months after the date such subsequent election is
made.
(g) To exercise a General Right, the holder shall (i) give notice thereof
to the Company in form satisfactory to the Board or its delegate addressed to
the Secretary of the Company specifying (A) the number of Shares with respect to
which such holder is exercising the General Right and (B) the amount such holder
elects to receive in cash, if any, and the amount he elects to receive in Shares
with respect to the exercise of the General Right; provided, however, that
notice of the exercise of a General Right pursuant to paragraph (e) of this
Section 11 shall only specify the number of Shares with respect to which the
General Right is being exercised for cash; and (ii) if requested by the Company,
deliver the Right Agreement relating to the General Right being exercised and
the Option Agreement for any Related Option to the Secretary of the Company, who
shall endorse thereon a notation of such exercise and return the Right Agreement
and Option Agreement to the Participant. The date of exercise of a General Right
which is validly exercised shall be the date on which the Company shall have
received the notice referred to in the first sentence of this paragraph (g).
12. Stock Appreciation Rights -- Limited Rights
(a) The Board or its delegate shall have authority in its discretion to
grant a Limited
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001