AMD 2000 Annual Report Download - page 83

Option and the time or times during the term of each Option within which
all or portions of each Option may be exercised (which at the discretion of
the Board or its delegate may be accelerated.)
(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, 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, to a committee of one or more members of
the Board;
(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.
(e) 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.
(f) 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 9 (relating to adjustments upon
changes in capitalization), (i) the Shares which may be available for issuance
of Options under the Plan shall not exceed in the aggregate 9,000,000 Shares of
the Company's authorized Common Stock and (ii) the Shares which may be available
for issuance of Options that are issued at below Fair Market Value per Share
under the Plan shall not exceed in the aggregate 2,500,000 Shares of the
Company's authorized Common Stock. In each case, the Shares of the Company's
Common Stock may be unissued Shares or reacquired Shares or Shares bought on the
market for the purposes of issuance under the Plan. If any Options granted
under the Plan shall for any reason be forfeited or canceled, terminate or
expire, the Shares
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001