AMD 2000 Annual Report Download - page 51

(b) The Company intends that Sections 11, 12 and 13 shall comply with the
requirements of Rule 16b-3 (the "Rule") under the Exchange Act during the term
of this Plan. Should any provision of these Sections 11, 12 and 13 fail to
comply with or be unnecessary to comply with the requirements of the Rule, the
Board may amend this Plan to add to or modify the provisions of this Plan
accordingly without seeking stockholder approval.
(c) Unless otherwise specified in the Right Agreement, no General or
Limited Right shall be transferable except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder; provided, however, that the terms of a General or Limited Right
granted with respect to an ISO shall comply with the requirements of the Code as
necessary to maintain the status of the Related Option as an ISO including,
without limitation, transferability and exercisability restrictions.
(d) A person exercising a General Right shall not be treated as having
become the registered owner of any Shares issued on such exercise until such
Shares are issued.
(e) Each General or Limited Right shall be on such terms and conditions
not inconsistent with this Plan as the Board or its delegate may determine and
shall be evidenced by a Right Agreement setting forth such terms and conditions
executed by the Company and the holder of the General or Limited Right.
14. Adjustments of and Changes in the Stock
If there is any change in the Common Stock of the Company by reason of any
stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of shares, or any
other similar corporate event, then the Board or its delegate shall make
appropriate adjustments to the number of Shares of Common Stock of the Company
theretofore appropriated or thereafter subject or which may become subject to an
Option or Right under the Plan. Outstanding Options and Rights shall also be
automatically converted as to price and other terms if necessary to reflect the
foregoing events. No right to purchase fractional shares shall result from any
adjustment in Options or Rights pursuant to this Section 14. In case of any such
adjustment, the Shares subject to the Option or Right shall be rounded down to
the nearest whole Share. Notice of any adjustment shall be given by the Company
to each holder of any Option or Right which shall have been so adjusted and such
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes of the Plan.
15. Effective Date of the Plan
The Plan shall become effective when adopted by the Board, but no Option or
Right granted under this Plan shall be exercisable until the Plan is approved by
the affirmative vote of a majority of the holders of voting stock who are
present or represented and entitled to vote at a meeting of stockholders of the
Company duly called and held.
16. Amendment of the Plan
(a) The Board of Directors at any time, and from time to time, may amend
the Plan,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001