AMD 1993 Annual Report Download - page 111

3
agreement.
(5) To take appropriate action to
amend any Right hereunder; provided, however, that no such action may
be taken by the Board without the written consent of the affected
holder of the Right.
(6) To construe and interpret the
Plan and Rights granted under the Plan, and to establish, amend and
revoke rules and regulations for administration of the Plan. The
Board, in the exercise of this power, shall generally determine all
questions of policy and expediency that may arise and may correct any
defect, omission or inconsistency in the Plan or in any Right
agreement in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
(7) Generally, to exercise such
powers and to perform such acts as are deemed necessary or expedient
to promote the best interests of the Company.
(c) Subject to the limits set forth below, the
Board may, by resolution, delegate its administrative powers set forth in
Section 3(b) above under either or both of the following:
(1) with respect to the participation
of or granting of Rights to an employee who is not subject to Section
16 of the Exchange Act, to a committee of one or more members of the
Board, whether or not such members of the Board are Disinterested
Directors;
(2) with respect to ministerial
matters, i.e., matters other than the selection for participation in
the Plan and substantive decisions concerning the timing, pricing,
amount or other material term of a Right, to a committee of one or
more members of the Board, whether or not such members of the Board
are Disinterested Directors, or to one or more officers of the
Company.
(d) Unless each member of the Board is a
Disinterested Director, the Board shall, by resolution, delegate administration
of the Plan with respect to the participation in the Plan of employees who are
subject to Section 16 of the Exchange Act, including its powers to select such
employees for participation in the Plan, to make substantive decisions
concerning the timing, pricing, amount or any other material term of a Right
granted to such an employee, to a committee of two or more Disinterested
Directors. Any committee to which administration of the Plan is so delegated
may also administer the Plan with respect to an employee described in Section
3(c)(1) above.
(e) Except as required by Section 3(d) 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,
3
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994