AMD 1993 Annual Report Download - page 94

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(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 3(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.
(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 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 3(e) above.
(g) 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.
4. SHARES SUBJECT TO PLAN
Subject to the provisions of Section 14 (relating to adjustments
upon changes in stock), the Shares which may be issued pursuant to the exercise
of Options or Rights granted under the Plan shall not exceed in the aggregate
ninemillion three hundred fifty thousand (9,350,000) Shares of the Company's
authorized Common Stock and may be unissued Shares or
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994