AMD 1996 Annual Report Download - page 41

(3) To prescribe the terms and provisions of each Option granted
(which need not be identical) and the form of written instrument that
shall constitute the Option agreement.
(4) To take appropriate action to amend any Option hereunder,
including to amend the vesting schedule of any outstanding Option, or to
cause any Option granted hereunder to cease to be an ISO, provided that
no such action adverse to a Participant's interest may be taken by the
Board or its delegate without the written consent of the affected
Participant.
(5) To determine whether and under what circumstances an Option
may be settled in cash or Shares.
(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 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 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 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
to an employee, consultant or advisor who is not an Insider, to a
committee of one or more members of the Board, whether or not such
members of the Board 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, to a committee of
one or more members of the Board, whether or not such members of the
Board are Disinterested Directors, or to one or more Insiders.
(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 Insiders,
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, to a committee of two or
more Disinterested Directors who are also "outside directors" within the
meaning of Section 162(m) of the Code. 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.
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997