AMD 2000 Annual Report Download - page 50

Right to the holder of a Related Option. A Limited Right may be granted with
respect to all or some of the Shares covered by such Related Option. A Limited
Right may be granted either at the time of grant of the Related Option or at any
time thereafter during its term. A Limited Right may be granted to a Participant
irrespective of whether such Participant is being granted or has been granted a
General Right with respect to the same Related Option. Unless specified in the
Right Agreement as an Automatic Right, a Limited Right may be exercised only
during a period of sixty days beginning on the date of a Change of Control;
provided, however, that with respect to a Limited 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 Limited Right has not been outstanding for at least six months
on the date of the Change of Control, then the sixty-day period shall not begin
until the expiration of six months from the date of grant of such Limited Right.
Notwithstanding the provisions of the immediately preceding sentence, each
Limited Right shall be exercisable only if and to the extent that the Related
Option is exercisable. A Limited Right granted as an Automatic Right, shall be
exercised automatically and only for cash, on satisfaction of conditions
specified in the Right Agreement.
(b) The term "Spread" as used in this Section 12 with respect to the
exercise of any Limited Right shall mean an amount equal to the product computed
by multiplying (i) the excess of (A) either (x) the highest Fair Market Value
per Share during the sixty-day period ending on the date of the Change of
Control, or (y) the Event Price per Share, whichever is greater, over (B) the
exercise price per Share at which the Related Option is exercisable, by (ii) the
number of Shares with respect to which such Limited Right is being exercised.
(c) Upon the exercise of a Limited Right as provided in paragraph (e) of
this Section 12, the holder thereof shall receive an amount in cash equal to the
Spread.
(d) Notwithstanding any other provision of this Plan, no General Right
which has a Related Option may be exercised for cash at any time when any
Limited Right which was granted with respect to the same Related Option may be
exercised.
(e) To exercise a Limited Right, the holder shall (i) give notice thereof
to the Company in form satisfactory to the Board or its delegate specifying the
number of Shares with respect to which such holder is exercising the Limited
Right, and (ii) if requested by the Company, deliver the Right Agreement
relating to the Limited Right being exercised and the Option Agreement for the
Related Option to the Secretary of the Company who shall endorse thereon a
notation of such exercise and return the Right Agreement and the Option
Agreement to the employee. The date of exercise of a Limited Right which is
validly exercised shall be deemed to be the date on which the Company shall have
received the notice referred to in the first sentence of this paragraph (e).
13. Stock Appreciation Rights -- General Provisions
(a) Either a General Right or a Limited Right, or both a General Right and
a Limited Right, may be granted with respect to the same Related Option. Upon
the exercise of a Right, any Related Option shall cease to be exercisable to the
extent of the stock with respect to which the Right is exercised. Upon the
exercise or termination of any Related Option, the Right or Rights that relate
thereto will cease to be exercisable to the extent of the number of Shares with
respect to which the Related Option is exercised or terminated.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001