AMD 1996 Annual Report Download - page 42

(f) Except as required by Section 3(e) above, the Board shall have
complete discretion to determine the composition, structure, form, term
and operations of any committee established to administer the Plan. If
administration is delegated to a committee, unless the Board otherwise
provides, the committee shall have, with respect to the administration of
the Plan, all of the powers and discretion theretofore possessed by the
Board and delegable to such committee, subject to any constraints which
may be adopted by the Board from time to time and which are not
inconsistent with the provisions of the Plan. The Board at any time may
revest in the Board any of its administrative powers under the Plan,
except under circumstances where a committee is required to administer
the Plan under Section 3(e) above.
(g) The determinations of the Board or its delegate shall be
conclusive and binding on all persons having any interest in this Plan or
in any awards granted hereunder.
4. SHARES SUBJECT TO PLAN
Subject to the provisions of Section 11 (relating to adjustments upon
changes in capitalization), the Shares which may be available for issuance
under the Plan shall not exceed in the aggregate 6,665,000 Shares of the
Company's authorized Common Stock and may be unissued Shares or reacquired
Shares or Shares bought on the market for the purposes of issuance under the
Plan. If any Options granted under the Plan shall for any reason be forfeited
or canceled, terminate or expire, the Shares subject to such Options shall be
available again for the purposes of the Plan. Shares which are delivered or
withheld from the Shares otherwise due on exercise of an Option shall become
available for future awards under the Plan. Shares that have actually been
issued under the Plan, upon exercise of an Option shall not in any event be
returned to the Plan and shall not become available for future awards under
the Plan.
5. ELIGIBILITY
Options may be granted only to full or part-time employees, officers,
directors, consultants and advisors of the Company and/or of any Affiliate;
provided such consultants and advisors render bona fide services not in
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connection with the offer and sale of securities in a capital-raising
transaction. Outside Directors shall not be eligible for the benefits of the
Plan, except as provided in Section 8 hereof. Any Participant may hold more
than one Option at any time; provided that the maximum number of shares which
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are subject to Options granted to any individual shall not exceed in the
aggregate two million (2,000,000) Shares over the full ten-year life of the
Plan.
6. STOCK OPTIONS -- GENERAL PROVISIONS
(a) Except for automatic grants of Options to Outside Directors under
Section 8 hereof, each Option granted pursuant to the Plan may, at the
discretion of the Board, be granted either as an ISO or as an NSO. No
Option may be granted alternatively as an ISO and as an NSO.
(b) To the extent that the aggregate exercise price for ISOs which are
exercisable for the first time by a Participant during any calendar year
(under this Plan or any other plans of the
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997