AMD 1993 Annual Report Download - page 105

16
in section 16(a) of this Plan. Any amendment to the Plan shall become
effective when adopted by the Board, unless specified otherwise, but no Option
or Right granted under any increase in the number of shares authorized to be
issued under this Plan shall be exercisable until the increase is approved in
the manner prescribed in section 16(a) of this Plan. The amendments to Section
4 which pertain to shares available again for issuance to participants not
subject to Section 16 of the Exchange Act shall be effective from December 27,
1993.
16. AMENDMENT OF THE PLAN
(a) The Board of Directors at any time, and from time to
time, may amend the Plan, subject to the limitation, however, that, except as
provided in Section 14 (relating to adjustments upon changes in stock), no
amendment for which stockholder approval is required shall be effective unless
such approval is obtained within the required time period. Whether stockholder
approval is required shall be determined by the Board of Directors. Approval
of the stockholders may be obtained, at a meeting of stockholders duly called
and held, by the affirmative vote of a majority of the holders of the Company's
voting stock who are present or represented by proxy and entitled to vote on
the Plan, or by the written consent of the holders of a majority of the
outstanding voting stock of the Company. Shares which are present at the
meeting but not voted on the Plan are not counted in determining whether a
majority has been obtained.
(b) It is expressly contemplated that the Board may, without
seeking approval of the Company's stockholders, amend the Plan in any respect
necessary to provide the Company's employees with the maximum benefits provided
or to be provided under Section 422 of the Code or Section 16 of the Securities
and Exchange Act of 1934 and the regulations promulgated thereunder relating to
employee incentive stock options and/or to bring the Plan or Options granted
under it into compliance therewith.
(c) Rights and obligations under any Option or Right granted
before any amendment of the Plan shall not be altered or impaired by amendment
of the Plan, except with the consent of the person who holds the Option or
Right, which consent may be obtained in any manner that the Board or its
delegate deems appropriate.
(d) The Board of Directors may not amend the provisions of
Section 8 hereof more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the rules
thereunder.
17. TERMINATION OR SUSPENSION OF THE PLAN
The Board of Directors at any time may suspend or terminate the
Plan. The Plan, unless sooner terminated, shall terminate at the end of ten
years from the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Option or Right may be
granted under the Plan while the Plan is suspended or after it is terminated.
Rights and obligations under any Option or Right granted while the Plan is in
effect, including the maximum duration and vesting provisions, shall not be
altered or impaired by suspension
16
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994