AMD 1996 Annual Report Download - page 40

on which there was such a sale, or (ii) if the Shares are not listed or
admitted to trading on the New York Stock Exchange on the day as of which
the determination is made, the amount determined by the Board or its
delegate to be the fair market value of a Share on such day.
(i) "INSIDER" The term "Insider" means an officer or director of the
Company or any other person whose transactions in the Company's Common
Stock are subject to Section 16 of the Exchange Act.
(j) "ISO" The term "ISO" shall mean a stock option described in
Section 422(b) of the Code.
(k) "NSO" The term "NSO" shall mean a nonstatutory stock option not
described in Section 422(b) of the Code.
(l) "OPTION" The term "Option" shall mean (except as herein otherwise
provided) a stock option granted under this Plan.
(m) "OUTSIDE DIRECTOR" The term "Outside Director" shall mean a member
of the Board of Directors of the Company who is not also an employee of
the Company or an Affiliate.
(n) "PARTICIPANT" The term "Participant" shall mean any person who
holds an Option or Restricted Stock Award granted under this Plan.
(o) "PLAN" The term "Plan" shall mean this Advanced Micro Devices,
Inc. 1996 Stock Incentive Plan, as amended from time to time.
(p) "SHARES" The term "Shares" shall mean shares of Common Stock of
the Company and any shares of stock or other securities received as a
result of the adjustments provided for in Section 11 of this Plan.
3. ADMINISTRATION
(a) The Board, whose authority shall be plenary, shall administer the
Plan and may delegate part or all of its administrative powers with
respect to part or all of the Plan pursuant to Section 3(d); provided,
however, that the Board shall delegate administration of the Plan to the
extent required by Section 3(e).
(b) Except for automatic grants of Options to Outside Directors
pursuant to Section 8 hereof, the Board or its delegate shall have the
power, subject to and within the limits of the express provisions of the
Plan:
(1) To grant Options pursuant to the Plan.
(2) To determine from time to time which of the eligible persons
shall be granted Options under the Plan, the number of Shares for which
each Option shall be granted, the term of each granted Option and the
time or times during the term of each Option within which all or portions
of each Option may be exercised (which at the discretion of the Board of
its delegate may be accelerated.)
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997