AMD 1993 Annual Report Download - page 47

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(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.
(e) 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 Option or Right, to a
committee of two or more Disinterested Directors. Any committee to which
administration of the Plan is so delegated pursuant to this Section 3(e) may
also administer the Plan with respect to an employee described in Section
3(d)(1) above.
(f) Except as required by Section 3(e) 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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994