AMD 2000 Annual Report Download - page 42

following such date.
3. Administration
(a) The Board of Directors (the "Board"), whose authority shall be
plenary, shall administer the Plan and may delegate part or all of its
administrative powers with respect to part or all of the Plan pursuant to
Section 3(d); provided, however, that the Board of Directors shall delegate
administration of the Plan to the extent required by Section 3(e).
(b) Except for automatic grants of Options to Outside Directors pursuant
to Section 8 hereof, the Board or its delegate shall have the power, subject to
and within the limits of the express provisions of the Plan:
(1) To grant Options and Rights pursuant to the Plan.
(2) To determine from time to time which of the eligible persons
shall be granted Options or Rights under the Plan, the number of Shares for
which each Option or Right shall be granted, the term of each granted
Option or Right and the time or times during the term of each Option or
Right within which all or portions of each Option or Right may be exercised
(which at the discretion of the Board or its delegate may be accelerated).
(3) To grant Options and/or Rights in exchange for cancellation of
Options and/or Rights granted earlier at different exercise prices,
provided, however, nothing contained herein shall empower the Board or its
delegate to grant an ISO under conditions or pursuant to terms that are
inconsistent with the requirements of Section 422 of the Code.
(4) To prescribe the terms and provisions of each Option and/or Right
granted (which need not be identical) and the form of written instrument
that shall constitute the Option and/or Right agreement.
(5) To take appropriate action to amend any Option and/or Right
hereunder, including to amend the vesting schedule of any outstanding
Option or Right, 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.
(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 and Rights 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 or Right 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
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001