AMD 1996 Annual Report Download - page 66

(y) "Total and Permanent Disability" shall mean that the Optionee
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is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted, or can be expected to last, for a
continuous period of not less than one year.
(z) "Vesting Start Date," in the case of an Outside Director, shall
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mean the latest of:
(i) The date of the IPO;
(ii) The earliest date when the Outside Director no longer
holds unexercisable options to purchase more than 10,000 Shares that
were granted to him or her by the Company prior to the IPO: or
(iii) The date when the Outside Director first joins the Board
of Directors.
SECTION 3. ADMINISTRATION.
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(a) Committee Membership. The Plan shall be administered by the
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Committee. The Committee shall consist of two or more members of the Board of
Directors who meet the requirements established from time to time by:
(i) The Securities and Exchange Commission for plans intended
to qualify for exemptions under Rule 16b-3 (or its successor) under
the Exchange Act; and
(ii) The Internal Revenue Service for plans intended to qualify
for an exemption under section 162(m) (4) (C) of the Code.
An Outside Director shall not fail to meet such requirements solely because he
or she receives the Nonstatutory Options described in Section 4(b). The Board
of Directors may appoint a separate committee, consisting of one or more members
of the Board of Directors who need not meet such requirements. Such committee
may administer the Plan with respect to Employees who are not officers or
directors of the Company, may grant Shares and Options under the Plan to such
Employees and may determine the timing, number of Shares and other terms of such
grants.
(b) Committee Procedures. The Board of Directors shall designate one
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of the members of the Committee as chairman. The Committee may hold meetings at
such times and places as it shall determine. The act as of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.
(c) Committee Responsibilities. Subject to the provisions of the
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Plan, the Committee shall have full authority and discretion to take the
following actions:
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997