AMD 2000 Annual Report Download - page 43

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 sold pursuant to Options granted
under the Plan plus the Shares with respect to which Rights may be exercised
under the Plan shall not exceed in the aggregate eighteen million seven hundred
thousand (18,700,000) Shares of the Company's authorized Common Stock and may be
unissued shares or reacquired shares or shares bought on the market for the
purposes of issuance under the Plan. If any Options or Rights granted under the
Plan shall for any reason terminate or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001