AMD 1993 Annual Report Download - page 145

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committee of two or more Disinterested Directors. Any committee to which
administration of the Plan is so delegated pursuant to this Section 2(d) may
also administer the Plan with respect to an employee described in Section
2(c)(1) above.
(e) Except as required by Section 2(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, except under circumstances where a
committee is required to administer the Plan under Section 2(d) above.
(f) The determinations of the Board or its delegate shall be
conclusive and binding on all persons having any interest in this Plan or in
any awards granted hereunder.
(g) The term "Disinterested Director" shall mean a member of
the Board of Directors of the Company who has not, during the one year prior to
service as an administrator of the Plan, or during such service, been granted
or awarded equity securities of the Company pursuant to this Plan or any other
plan of the Company or any of its Affiliates (except for automatic grants of
options to Outside Directors pursuant to Section 8 of the 1992 Stock Incentive
Plan).
3. STOCK SUBJECT TO THE PLAN.
The aggregate number of shares of Common Stock which may be awarded
under the Plan shall not exceed Two Million (2,000,000) shares. Shares to be
awarded under this Plan shall be made available, at the discretion of the Board
of Directors, either from the authorized but unissued shares of Common Stock of
the Corporation or from shares of Common Stock reacquired by the Corporation
including shares purchased in the open market for the purpose of issuance under
the Plan. If any shares of common Stock awarded under the Plan are reacquired
by the Corporation in accordance with Section 6(c) of the Plan, such shares
shall again become available for use under the Plan and shall be regarded as
not having been previously awarded.
4. ELIGIBILITY.
Restricted Stock shall be awarded by the Board or its delegate only
to employees of the Corporation or of a subsidiary of the Corporation. The
term "employees" shall include officers as well as other employees of the
Corporation and its subsidiaries and shall include directors who are also
employees of the Corporation or of a subsidiary of the Corporation.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994