AMD 2000 Annual Report Download - page 52

subject to the limitation, however, that, except as provided in Section 14
(relating to adjustments upon changes in stock), no amendment for which
stockholder approval is required shall be effective unless such approval is
obtained within the required time period. Whether stockholder approval is
required shall be determined by the Board of Directors and shall be consistent
with the rules of the Securities and Exchange Commission, the Code or the stock
exchange(s) on which the Company's shares are listed, as such rules are in
effect at the time the Plan amendment is adopted by the Board of Directors.
Approval of the stockholders may be obtained by the affirmative vote of a
majority of the holders of the Company's voting stock who are present or
represented and entitled to vote at a meeting of stockholders of the Company
duly called and held, or by the written consent of the holders of a majority of
the outstanding voting stock of the Company.
(b) It is expressly contemplated that the Board may, without seeking
approval of the Company's stockholders, amend the Plan in any respect necessary
to provide the Company's employees with the maximum benefits provided or to be
provided under Section 422 of the Code or Section 16 of the Securities and
Exchange Act of 1934 and the regulations promulgated thereunder relating to
employee incentive stock options and/or to bring the Plan or Options granted
under it into compliance therewith.
(c) Rights and obligations under any Option or Right granted before any
amendment of the Plan shall not be altered or impaired by amendment of the Plan,
except with the consent of the person who holds the Option or Right, which
consent may be obtained in any manner that the Board or its delegate deems
appropriate.
(d) The Board of Directors may not amend the provisions of Section 8
hereof more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act, or the rules thereunder.
17. Termination or Suspension of the Plan
The Board of Directors at any time may suspend or terminate the Plan. The
Plan, unless sooner terminated, shall terminate at the end of ten years from the
date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is earlier. No Option or Right may be granted under the Plan
while the Plan is suspended or after it is terminated. Rights and obligations
under any Option or Right granted while the Plan is in effect, including the
maximum duration and vesting provisions, shall not be altered or impaired by
suspension or termination of the Plan, except with the consent of the person who
holds the Option or Right, which consent may be obtained in any manner that the
Board or its delegate deems appropriate.
18. Registration, Listing, Qualification, Approval of Stock and Options
All Options and Rights granted under the Plan are subject to the
requirement that if at any time the Board shall determine in its discretion that
the registration, listing or qualification of the shares of stock subject
thereto on any securities exchange or under any applicable law, or the consent
or approval by any governmental regulatory body or the stockholders of the
Company, is necessary or desirable as a condition of or in connection with the
issuance of shares upon exercise of the Option or Right, the Option or Right may
not be exercised in whole or in part unless such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board of Directors.
14
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001