AMD 1993 Annual Report Download - page 144

2
(iv) to determine the amount and type
of consideration to be provided by the recipient, which
may include the rendering of service as an employee of
AMD or any of its subsidiaries but shall not include any
payment in the form of cash;
(v) to take appropriate action to
amend the terms or conditions of any award granted to an
employee under the Plan; provided that no such action may
be taken by the Board or its delegate without the written
consent of the affected participant;
(2) to prescribe the form of agreement, legend or
other instruments evidencing any awards granted under this Plan;
(3) to amend the Plan as provided in Section 8
and;
(4) to construe and interpret the provisions of
the Plan and the terms and conditions of the awards granted under the
Plan and to establish, amend and revoke rules and regulations for
carrying out the Plan as the Board or its delegate may deem
appropriate. In the exercise of this power, the Board or its
delegate 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 agreement evidencing any award
granted under this Plan in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(c) The Board of Directors may, by resolution, delegate
administration of the Plan (including, without limitation, the Board's powers
under subsection 2(b) above), under either or both of the following:
(1) with respect to the participation of or
awarding shares 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
award, 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.
(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 an award, to a
2
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994