AMD 1993 Annual Report Download - page 133

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delegate may be accelerated).
(3) To grant Options and/or Rights in exchange
for cancellation of Options and/or Rights granted earlier at different exercise
prices, provided, however, nothing contained herein shall empower the Board or
its delegate to grant an ISO under conditions or pursuant to terms that are
inconsistent with the requirements of Section 422 of the Code.
(4) To prescribe the terms and provisions of each
Option and/or Right granted (which need not be identical) and the form of
written instrument that shall constitute the Option and/or Right agreement.
(5) To take appropriate action to amend any
Option and/or Right hereunder, including to cause any Option granted hereunder
to cease to be an ISO, provided that no such action may be taken by the Board
or its delegate without the written consent of the affected Participant.
(c) The Board or its delegate shall also have the power,
subject to and within the limits of the express provisions of this Plan:
(1) To construe and interpret the Plan and
Options and Rights granted under the Plan, and to establish, amend and revoke
rules and regulations for administration of the Plan. The Board or its
delegate, 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 Option or Right agreement in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(2) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to promote the best
interests of the Company.
(d) The Board of Directors may, by resolution, delegate
administration of the Plan (including, without limitation, the Board's powers
under Sections 4(b) and (c) above), under either or both of the following:
(1) with respect to the participation of or
granting of Options or 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 of
Directors, whether or not such members of the Board of Directors are
Disinterested Directors;
(2) with respect to matters other than the
selection for participation in the Plan, substantive decisions concerning the
timing, pricing, amount or other material term of an Option or Right, to a
committee of one or more members of the Board of Directors, whether or not such
members of the Board of Directors are Disinterested Directors, or to one or
more officers of the Company.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994