AMD 1993 Annual Report Download - page 121

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granted Right and the time or times during the term of each Right within which
all or portions of each Right may be exercised, (which at the discretion of the
Board may be accelerated).
(3) To grant Rights in exchange for cancellation
of Rights granted earlier at different exercise prices.
(4) To prescribe the terms and provisions of each
Right granted (which need not be identical) and the form of written instrument
that shall constitute the Right 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994