{"id":38189,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-incentive-plan-advanced-micro-devices-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-incentive-plan-advanced-micro-devices-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-incentive-plan-advanced-micro-devices-inc.html","title":{"rendered":"1992 Stock Incentive Plan &#8211; Advanced Micro Devices Inc."},"content":{"rendered":"<pre>\n                         ADVANCED MICRO DEVICES, INC.\n                           1992 STOCK INCENTIVE PLAN\n\n\n1.   Purpose\n\n     The purpose of this Plan is to encourage key personnel, whose long-term\nemployment is considered essential to the Company's continued progress, to\nremain in the employ of the Company or its subsidiaries.  By means of the Plan,\nthe Company also seeks to attract new key employees whose future services are\nnecessary for the continued improvement of operations.  The Company intends\nfuture increases in the value of securities granted under this Plan to form part\nof the compensation for services to be rendered by such employees in the future.\n\n2.   Definitions\n\n     The terms defined in this Section 2 shall have the respective meanings set\nforth herein, unless the context otherwise requires.\n\n     (a)  Affiliate:  The term \"Affiliate\" shall mean any corporation,\n          ---------\npartnership, joint venture or other entity in which the Company holds an equity,\nprofits or voting interest of thirty percent (30%) or more.\n\n     (b)  Award Price:  The term \"Award Price\" shall mean a price designated by\n          -----------\nthe Board or its delegate and which is not less than the Fair Market Value per\nShare on the date the Stock Appreciation Right is granted. In the case of a\nGeneral Right which is exercisable only in lieu of exercising a Related Option,\nunless otherwise specified in the Right Agreement, the Award Price shall be the\nexercise price of such Related Option.\n\n     (c)  Board or its delegate:  The term \"Board or its delegate\" shall mean\n          ---------------------\nthe Company's Board of Directors or its delegate as set forth in Sections 3(d)\nand 3(e) hereinbelow.\n\n    (d):  \"Change of Control\" Unless otherwise defined in a Participant's\n           -----------------                                             \nemployment agreement, the term \"Change of Control\" shall be deemed to mean any\nof the following events: (i) any \"person\" (as such term is used in Sections\n13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the\n\"Exchange Act\") is or becomes the beneficial owner (as defined in Rule 13d-3\nunder the Exchange Act), directly or indirectly, of securities of the Company\n(not including in the securities beneficially owned by such person any\nsecurities acquired directly from the Company or any of its Affiliates)\nrepresenting more than 20% of either the then outstanding shares of the Common\nStock of the Company or the combined voting power of the Company's then\noutstanding voting securities; (ii) during any period of two consecutive years,\nindividuals who at the beginning of such period constituted the Board and any\nnew director (other than a director designated by a person who has entered into\nan agreement or arrangement with the Company to effect a transaction described\nin clause (i) or (ii) of this sentence) whose appointment, election, or\nnomination for election by the Company's stockholders, was approved by a vote of\nat least two-thirds (2\/3) of the directors then still in office who either were\ndirectors at the beginning of the period or whose appointment, election or\nnomination for election was previously so approved, cease for any reason to\nconstitute a majority of the Board; or (iii) there is consummated a merger or\nconsolidation of the Company or subsidiary thereof with or into any \n\n \nother corporation, other than a merger or consolidation which would result in\nthe holders of the voting securities of the Company outstanding immediately\nprior thereto holding securities which represent immediately after such merger\nor consolidation more than 50% of the combined voting power of the voting\nsecurities of either the Company or the other entity which survives such merger\nor consolidation or the parent of the entity which survives such merger or\nconsolidation; or (iv) the stockholders of the Company approve a plan of\ncomplete liquidation of the Company or there is consummated the sale or\ndisposition by the Company of all or substantially all of the Company's assets,\nother than a sale or disposition by the Company of all or substantially all of\nthe Company's assets to an entity, at least 80% of the combined voting power of\nthe voting securities of which are owned by persons in substantially the same\nproportions as their ownership of the Company immediately prior to such sale.\nNotwithstanding the foregoing (i) unless otherwise provided in a Participant's\nemployment agreement, no \"Change of Control\" shall be deemed to have occurred if\nthere is consummated any transaction or series of integrated transactions\nimmediately following which the record holders of the Common Stock of the\nCompany immediately prior to such transaction or series of transactions continue\nto have substantially the same proportionate ownership in an entity which owns\nall or substantially all of the assets of the Company immediately prior to such\ntransaction or series of transactions and (ii) unless otherwise provided in a\nParticipant's employment agreement, \"Change of Control\" shall exclude the\nacquisition of securities representing more than 20% of either the then\noutstanding shares of the Common Stock of the Company or the combined voting\npower of the Company's then outstanding voting securities by the Company or any\nof its wholly owned subsidiaries, or any trustee or other fiduciary holding\nsecurities of the Company under an employee benefit plan now or hereafter\nestablished by the Company.\n\n     (d)  Code:  The term \"Code\" shall mean the Internal Revenue Code of 1986,\n          ---- \nas amended to date and as it may be amended from time to time.\n\n     (e)  Company:  The term \"Company\" shall mean Advanced Micro Devices, Inc.,\n          ------- \na Delaware corporation.\n\n     (f)  Constructive Termination:  The term \"Constructive Termination\" shall\n          ------------------------\nmean a resignation by a Participant who has been elected by the Company's Board\nof Directors as a corporate officer of the Company, due to diminution or adverse\nchange in the circumstances of such Participant's employment with the Company,\nas determined in good faith by the Participant, including, without limitation,\nreporting relationships, job description, duties, responsibilities,\ncompensation, perquisites, office or location of employment. Constructive\nTermination shall be communicated by written notice to the Company, and such\ntermination shall be deemed to occur on the date such notice is delivered to the\nCompany. \n\n     (g)  Disinterested Director:  The term \"Disinterested Director\" shall mean\n          ----------------------\na Non-Employee Director, as defined by Rule 16b-3 under the Securities Exchange\nAct of 1934.\n\n     (h)  Event Price per Share:  The term \"Event Price per Share\" as used in\n          --------------------- \nSection 12 with respect to the exercise of a Limited Right shall mean the\nhighest price per Share paid in connection with the event constituting a Change\nof Control. Any securities or property which are part or all of the\nconsideration paid for Shares in connection with the event constituting a Change\nof Control shall be valued in determining the Event Price per Share at the\nhighest of (A) the valuation placed on such securities or property by the\ncorporation, person or other entity which paid such price or (B)\n\n                                       2\n\n \nthe valuation placed on such securities or property by the Board of Directors.\n\n     (i)  Fair Market Value per Share:  The term \"Fair Market Value per Share\"\n          ---------------------------\nshall mean as of any day (i) the closing price for Shares on the New York Stock\nExchange as reported on the composite tape on the day as of which such\ndetermination is being made or, if there was no sale of Shares reported on the\ncomposite tape on such day, on the most recently preceding day on which there\nwas such a sale, or (ii) if the Shares are not listed or admitted to trading on\nthe New York Stock Exchange on the day as of which the determination is made,\nthe amount determined by the Board or its delegate to be the fair market value\nof a Share on such day.\n\n     (j)  ISO:  The term \"ISO\" shall mean a stock option described in Section\n          ---\n422(b) of the Code.\n\n     (k)  NSO:  The term \"NSO\" shall mean a nonstatutory stock option not\n          ---\ndescribed in Sections 422(b) or 423(a) of the Code.\n\n     (l)  Option:  The term \"Option\" shall mean (except as herein otherwise\n          ------\nprovided) a stock option granted under this Plan.\n\n     (m)  Outside Director:  The term \"Outside Director\" shall mean a member of\n          ----------------\nthe Board of Directors of the Company who is not also an employee of the Company\nor an Affiliate.\n\n     (n)  Participant:  The term \"Participant\" shall mean any person who holds\n          ----------- \nan Option or a Stock Appreciation Right granted under this Plan.\n\n     (o)  Plan:  The term \"Plan\" shall mean this Advanced Micro Devices, Inc.\n          ----\n1992 Stock Incentive Plan, as amended from time to time.\n\n     (p)  Shares:  The term \"Shares\" shall mean shares of Common Stock of the\n          ------\nCompany and any shares of stock or other securities received as a result of the\nadjustments provided for in Section 14 of this Plan.\n\n     (q)  Stock Appreciation Right:  The term \"Stock Appreciation Right\" shall\n          ------------------------\nmean a right granted under this Plan to receive, without payment to the Company,\ncash and\/or Shares equivalent in value to the Spread as defined in Sections 11\nand 12 of this Plan.\n\n     (r)  Related Option:  The term \"Related Option\" shall mean an Option with\n          --------------                                                      \nrespect to which a Right has been granted which is exercisable only to the\nextent that such Option has not previously been exercised.\n\n     (s)  Rights:  The term \"General Right\" shall mean a Stock Appreciation\n          ------\nRight granted pursuant to the provisions of Section 11 of this Plan. The term\n\"Limited Right\" shall mean a Stock Appreciation Right granted pursuant to the\nprovisions of Section 12 of this Plan. The term \"Right\" shall mean any General\nRight or Limited Right.\n\n     (t)  Window Period:  The term \"Window Period\" shall mean the period\n          -------------\nbeginning on the third business day following the date of release for\npublication of the quarterly and annual summary statements of sales and earnings\nof the Company and ending on the twelfth business day \n\n                                       3\n\n \nfollowing such date.\n\n3.   Administration\n\n     (a)  The Board of Directors (the \"Board\"), whose authority shall be\nplenary, shall administer the Plan and may delegate part or all of its\nadministrative powers with respect to part or all of the Plan pursuant to\nSection 3(d); provided, however, that the Board of Directors shall delegate\nadministration of the Plan to the extent required by Section 3(e).\n\n     (b)  Except for automatic grants of Options to Outside Directors pursuant\nto Section 8 hereof, the Board or its delegate shall have the power, subject to\nand within the limits of the express provisions of the Plan:\n\n          (1)  To grant Options and Rights pursuant to the Plan.\n\n          (2)  To determine from time to time which of the eligible persons\n     shall be granted Options or Rights under the Plan, the number of Shares for\n     which each Option or Right shall be granted, the term of each granted\n     Option or Right and the time or times during the term of each Option or\n     Right within which all or portions of each Option or Right may be exercised\n     (which at the discretion of the Board or its delegate may be accelerated).\n\n          (3)  To grant Options and\/or Rights in exchange for cancellation of\n     Options and\/or Rights granted earlier at different exercise prices,\n     provided, however, nothing contained herein shall empower the Board or its\n     delegate to grant an ISO under conditions or pursuant to terms that are\n     inconsistent with the requirements of Section 422 of the Code.\n\n          (4)  To prescribe the terms and provisions of each Option and\/or Right\n     granted (which need not be identical) and the form of written instrument\n     that shall constitute the Option and\/or Right agreement.\n\n          (5)  To take appropriate action to amend any Option and\/or Right\n     hereunder, including to amend the vesting schedule of any outstanding\n     Option or Right, or to cause any Option granted hereunder to cease to be an\n     ISO, provided that no such action adverse to a Participant's interest may\n     be taken by the Board or its delegate without the written consent of the\n     affected Participant.\n\n     (c)  The Board or its delegate shall also have the power, subject to and\nwithin the limits of the express provisions of this Plan:\n\n          (1)  To construe and interpret the Plan and Options and Rights granted\n     under the Plan, and to establish, amend and revoke rules and regulations\n     for administration of the Plan. The Board or its delegate, in the exercise\n     of this power, shall generally determine all questions of policy and\n     expediency that may arise and may correct any defect, omission or\n     inconsistency in the Plan or in any Option or Right agreement in a manner\n     and to the extent it shall deem necessary or expedient to make the Plan\n     fully effective.\n\n          (2)  Generally, to exercise such powers and to perform such acts as\n     are deemed\n\n                                       4\n\n \nnecessary or expedient to promote the best interests of the Company.\n\n     (d)  The Board of Directors may, by resolution, delegate administration of\nthe Plan (including, without limitation, the Board's powers under Sections 3(b)\nand (c) above), under either or both of the following:\n\n          (1)  with respect to the participation of or granting of Options or\n     Rights to an employee who is not subject to Section 16 of the Exchange Act,\n     to a committee of one or more members of the Board of Directors, whether or\n     not such members of the Board of Directors are Disinterested Directors;\n\n          (2)  with respect to matters other than the selection for\n     participation in the Plan, substantive decisions concerning the timing,\n     pricing, amount or other material term of an Option or Right, to a\n     committee of one or more members of the Board of Directors, whether or not\n     such members of the Board of Directors are Disinterested Directors, or to\n     one or more officers of the Company.\n\n     (e)  Unless each member of the Board is a Disinterested Director, the Board\nshall, by resolution, delegate administration of the Plan with respect to the\nparticipation in the Plan of employees who are subject to Section 16 of the\nExchange Act, including its powers to select such employees for participation in\nthe Plan, to make substantive decisions concerning the timing, pricing, amount\nor any other material term of an Option or Right, to a committee of two or more\nDisinterested Directors. Any committee to which administration of the Plan is so\ndelegated pursuant to this Section 3(e) may also administer the Plan with\nrespect to an employee described in Section 3(d)(1) above.\n\n     (f)  Except as required by Section 3(e) above, the Board shall have\ncomplete discretion to determine the composition, structure, form, term and\noperations of any committee established to administer the Plan. If\nadministration is delegated to a committee, unless the Board otherwise provides,\nthe committee shall have, with respect to the administration of the Plan, all of\nthe powers and discretion theretofore possessed by the Board and delegable to\nsuch committee, subject to any constraints which may be adopted by the Board\nfrom time to time and which are not inconsistent with the provisions of the\nPlan. The Board at any time may revest in the Board any of its administrative\npowers under the Plan, except under circumstances where a committee is required\nto administer the Plan under Section 3(e) above.\n\n     (g)  The determinations of the Board or its delegate shall be conclusive\nand binding on all persons having any interest in this Plan or in any awards\ngranted hereunder.\n\n4.   Shares Subject to Plan\n\n     Subject to the provisions of Section 14 (relating to adjustments upon\nchanges in stock), the Shares which may be sold pursuant to Options granted\nunder the Plan plus the Shares with respect to which Rights may be exercised\nunder the Plan shall not exceed in the aggregate eighteen million seven hundred\nthousand (18,700,000) Shares of the Company's authorized Common Stock and may be\nunissued shares or reacquired shares or shares bought on the market for the\npurposes of issuance under the Plan. If any Options or Rights granted under the\nPlan shall for any reason terminate or \n\n                                       5\n\n \nexpire without having been exercised in full, the Shares subject to such Options\nor Rights shall be available again for the purposes of the Plan. On the exercise\nof a General of Limited Right, the Related Option, if any, shall be considered\nto have been exercised to the extent such General or Limited Right is exercised\nfor the purpose of determining the number of Shares available for the grant of\nfurther Options or Rights pursuant to the Plan.\n\n5.   Eligibility\n\n     Options and\/or Rights may be granted only to full or part-time employees of\nthe Company and\/or of any Affiliate. Outside Directors shall not be eligible for\nthe benefits of the Plan, except as provided in Section 8 hereof. Any employee\nor Outside Director may hold more than one Option and Right at any time.\n\n6.   Stock Options -- General Provisions\n\n     (a)  Except for automatic grants of Options to Outside Directors under\nSection 8 hereof, each Option granted pursuant to the Plan may, at the\ndiscretion of the Board or its delegate, be granted either as an ISO or as an\nNSO. No option may be granted alternatively as an ISO and as an NSO.\n\n     (b)  To the extent that the aggregate exercise price for ISOs which are\nexercisable for the first time by a Participant during any calendar year (under\nthis Plan or any other plans of the Company or its Affiliates) exceeds $100,000,\nsuch options shall be treated as NSOs.\n\n     (c)  No ISO may be granted to a person who, at the time of grant, owns\nstock possessing more than 10% of the total combined voting power of the Company\nor any of its Affiliates unless the exercise price is at least 110% of the Fair\nMarket Value per Share of the stock subject to the option and the term of the\noption does not exceed five (5) years from the date such ISO is granted.\n\n     (d)  No ISO may be granted to a consultant or advisor eligible to receive\nOptions under this Plan.\n\n7.   Terms of Option Agreement\n\n     Except as otherwise required by the terms of Section 8 hereof, each option\nagreement shall be in such form and shall contain such terms and conditions as\nthe Board or its delegate from time to time shall deem appropriate, subject to\nthe following limitations:\n\n     (a)  The term of any Option (other than an ISO) shall not be greater than\nten (10) years and one day from the date it was granted. The term of any ISO\nshall not be greater than ten (10) years from the date it was granted.\n\n     (b)  The exercise price of each Option shall be not less than the Fair\nMarket Value per Share of the stock subject to the Option on the date the Option\nis granted.\n\n     (c)  Unless otherwise specified in the Option Agreement an option shall not\nbe transferable otherwise than by will, pursuant to the laws of descent and\ndistribution or pursuant to a qualified domestic relations order as defined by\nthe Code or Title I of the Employee Retirement \n\n                                       6\n\n \nIncome Security Act, or the rules thereunder.\n\n     (d): Except as otherwise provided in paragraph (e) of this Section 7 or in\na Participant's employment agreement, the rights of a Participant (other than an\nOutside Director) to exercise an Option shall be limited as follows:\n\n          (1)  DEATH OR DISABILITY: If a Participant's service is terminated by\n               ------------------- \n     death or disability, then the Participant or the Participant's estate, or\n     such other person as may hold the Option, as the case may be, shall have\n     the right for a period of twelve (12) months following the date of death or\n     disability, or for such other period as the Board may fix, to exercise the\n     Option to the extent the Participant was entitled to exercise such Option\n     on the date of his death or disability, or to such extent as may otherwise\n     be specified by the Board (which may so specify after the date of his death\n     or disability but before expiration of the Option), provided the actual\n     date of exercise is in no event after the expiration of the term of the\n     Option. A Participant's estate shall mean his legal representative or any\n     person who acquires the right to exercise an Option by reason of the\n     Participant's death or disability.\n\n          (2)  MISCONDUCT: If a Participant is determined by the Board to have\n               ----------                                                     \n     committed on act of theft, embezzlement, fraud, dishonesty, a breach of\n     fiduciary duty to the Company (or Affiliate), or deliberate disregard of\n     the rules of the Company (or Affiliate), or if a Participant makes any\n     unauthorized disclosure of any of the trade secrets or confidential\n     information of the Company (or Affiliate), engages in any conduct which\n     constitutes unfair competition with the Company (or Affiliate), induces any\n     customer of the Company (or Affiliate) to break any contract with the\n     Company (or Affiliate), or induces any principal for whom the Company (or\n     Affiliate) acts as agent to terminate such agency relationship, then,\n     unless otherwise provided in a Participant's employment agreement, neither\n     the Participant, the Participant's estate nor such other person who may\n     then hold the Option shall be entitled to exercise any Option with respect\n     to any Shares whatsoever, after termination of service, whether or not\n     after termination of service the Participant may receive payment from the\n     Company (or Affiliate) for vacation pay, for services rendered prior to\n     termination, for services rendered for the day on which termination occurs,\n     for salary in lieu of notice, or for any other benefits. In making such\n     determination, the Board shall give the Participant an opportunity to\n     present to the Board evidence on his behalf. For the purpose of this\n     paragraph, unless otherwise provided in a Participant's employment\n     agreement, termination of service shall be deemed to occur on the date when\n     the Company dispatches notice or advice to the Participant that his service\n     is terminated.\n\n          (3)  TERMINATION FOR OTHER REASONS: If a Participant's service is\n               -----------------------------                               \n     terminated for any reason other than those mentioned above under \"DEATH OR\n     DISABILITY\" or \"MISCONDUCT,\" the Participant, the Participant's estate, or\n     such other person who may then hold the Option may, within three months\n     following such termination, or within such longer period as the Board may\n     fix, exercise the Option to the extent such Option was exercisable by the\n     Participant on the date of termination of his employment or service, or to\n     the extent otherwise specified by the Board (which may so\n\n                                       7\n\n \n     specify after the date of the termination but before expiration of the\n     Option) provided the date of exercise is in no event after the expiration\n     of the term of the Option.\n\n          (4)  EVENTS NOT DEEMED TERMINATIONS: Unless otherwise provided in a\n               ------------------------------                                \n     Participant's employment agreement, the service relationship shall not be\n     considered interrupted in the case of (i) a Participant who intends to\n     continue to provide services as a director, employee, consultant or advisor\n     to the Company or an Affiliate; (ii) sick leave; (iii) military leave; (iv)\n     any other leave of absence approved by the Board, provided such leave is\n                                                       --------\n     for a period of not more than 90 days, unless reemployment upon the\n     expiration of such leave is guaranteed by contract or statute, or unless\n     provided otherwise pursuant to formal policy adopted from time to time by\n     the Company and issued and promulgated to employees in writing; or (v) in\n     the case of transfer between locations of the Company or between the\n     Company or its Affiliates. In the case of any employee on an approved leave\n     of absence, the Board may make such provisions respecting suspension of\n     vesting of the Option while on leave from the employ of the Company or an\n     Affiliate as it may deem appropriate, except that in no event shall an\n     Option be exercised after the expiration of the term set forth in the\n     Option.\n\n     (e): Unless otherwise provided in a Participant's employment agreement, if\nany Participant's employment is terminated by the Company for any reason other\nthan for Misconduct or, if applicable, by Constructive Termination, within one\nyear after a Change of Control has occurred, then all Options held by such\nParticipant shall become fully vested for exercise upon the date of termination,\nirrespective of the vesting provisions of the Participant's Option agreement.\nFor purposes of this subsection (e), the term \"Change of Control\" shall have the\nmeaning assigned by this Plan, unless a different meaning is defined in an\nindividual Participant's Option agreement or employment agreement.\n\n     (d)  Options may also contain such other provisions, which shall not be\ninconsistent with any of the foregoing terms, as the Board or its delegate shall\ndeem appropriate.\n\n8.   Automatic Grants to Outside Directors\n\n     [deleted]\n\n9.   Payments and Loans Upon Exercise of Options\n\n     With respect to Options other than Options granted to Outside Directors\npursuant to Section 8, the following provisions shall apply:\n\n     (a)  The exercise price of Shares sold pursuant to an Option shall be paid\neither in full in cash or by certified check at the time the Option is exercised\nor in accordance with any deferred payment arrangement that the Board or its\ndelegate in its discretion may approve.\n\n     (b)  In addition, if and to the extent authorized by the Board or its\ndelegate, Participants may make all or any portion of any payment due to the\nCompany upon exercise of an Option (i) by delivery of any property (including\nsecurities of the Company) other than cash, so long as such property constitutes\nvalid consideration for the stock under applicable law and has a fair market\nvalue on date of delivery equal to the exercise price, or (ii) by delivery to\nthe Company of a\n\n                                       8\n\n \nproperly executed exercise notice together with irrevocable instructions to a\nbroker to promptly deliver to the Company from sale or loan proceeds the amount\nrequired to pay the exercise price and any applicable tax withholding. If\nsecurities of the Company are delivered in payment of the exercise price\npursuant to this paragraph, such securities shall have been owned for at least\nsix months (or such other period as the Board or its delegate may require) and\nhave a fair market value on the date of surrender equal to the exercise price.\nAny securities delivered by a Participant who is subject to Section 16 of the\nExchange Act must be the same class of stock as the stock to be received upon\nexercise of the Option.\n\n     (c)  The Company may make loans or guarantee loans made by an appropriate\nfinancial institution to individual Participants, including officers, on such\nterms as may be approved by the Board of Directors for the purpose of financing\nthe exercise of Options granted under the Plan and the payment of any taxes that\nmay be due by reason of such exercise.\n\n     (d)  In addition, a Participant may elect to have the Company withhold from\nthe number of Shares otherwise issuable upon exercise of an Option, a sufficient\nnumber of Shares with an aggregate Fair Market Value per Share on the date of\nexercise equal to the exercise price. Any such election shall be subject to the\napproval of the Board or its delegate and must be made in compliance with rules\nand procedures established by the Board or its delegate.\n\n10.  Tax Withholding\n\n     (a)  Where, in the opinion of counsel to the Company, the Company has or\nwill have an obligation to withhold taxes relating to the exercise of any Option\nor Right, the Board or its delegate may in its discretion require that such tax\nobligation be satisfied in a manner satisfactory to the Company. In satisfying\nsuch obligation with respect to a General or Limited Right exercised for cash,\nthe Company may withhold such taxes from any cash award. With respect to the\nexercise of an Option or a General Right, in whole or in part, for Shares, the\nCompany may require the payment of such taxes before Shares deliverable pursuant\nto such exercise are transferred to the holder of the Option or General Right.\n\n     (b)  With respect to the exercise of an Option or a General Right, in whole\nor in part, for Shares, a Participant may elect (a \"Withholding Election\") to\npay his withholding tax obligation by the withholding of Shares from the total\nnumber of Shares deliverable pursuant to the exercise of such Option or General\nRight or by delivering to the Company a sufficient number of previously acquired\nShares owned for at least six months or such other period as the Board or its\ndelegate may require. The value of Shares withheld or delivered shall be the\nFair Market Value per Share on the date the exercise becomes taxable. All\nWithholding Elections are subject to the approval of the Board or its delegate\nand must be made in compliance with rules and procedures established by the\nBoard or its delegate.\n\n11.  Stock Appreciation Rights -- General Rights\n\n     (a)  The Board or its delegate shall have authority in its discretion to\ngrant a General Right to any eligible employee. A General Right may be granted\nto a Participant irrespective of whether such Participant holds, is being\ngranted, or has been previously granted an Option, a Limited Right or a General\nRight under the Plan. A General Right may be made exercisable without regard to\nthe exercisability of any Option or may be made exercisable only to the extent\nof,\n\n                                       9\n\n \nand in lieu of, a Related Option. A General Right may be granted with respect to\nsome or all of the Shares issuable pursuant to the Related Option.\n\n     (b)   With respect to the exercise of any General Right for Shares by any\nParticipant, and with respect to the exercise of a General Right for Shares or\ncash by a Participant who is not subject to Section 16 of the Exchange Act, the\nterm \"Spread\" as used in paragraph (c) of this Section 11 shall mean an amount\nequal to the product computed by multiplying (i) the excess of (A) the Fair\nMarket Value per Share on the date such General Right is exercised over (B) the\nAward Price by (ii) the number of Shares with respect to which such General\nRight is being exercised. With respect to the exercise of any General Right for\ncash by a Participant who is subject to Section 16 of the Exchange Act pursuant\nto an election made in accordance with paragraphs (c) and (d) of this Section\n11, the term \"Spread\" as used in paragraph (c) of this Section 11 shall mean an\namount equal to the product computed by multiplying (i) the excess of (A) the\nhighest Fair Market Value per Share during a Window Period over (B) the Award\nPrice by (ii) the number of Shares with respect to which such General Right is\nbeing exercised. With respect to the exercise of a General Right for cash\npursuant to an election made in accordance with paragraph (f) of this Section 11\nby a Participant who is subject to Section 16 of the Exchange Act, the term\n\"Spread\" as used in paragraph (c) of this Section 11 shall mean an amount equal\nto the product computed by multiplying (i) the excess of (A) the Fair Market\nValue per Share on the date the election becomes effective over (B) the Award\nPrice by (iii) the number of Shares with respect to which the General Right is\nbeing exercised.\n\n     (c)   On the exercise of a General Right as provided in paragraph (g) of\nthis Section 11, the holder thereof (subject to compliance with paragraph (d) or\nparagraph (f) of this Section 11, if applicable) shall be entitled at his\nelection to receive either:\n\n       (i) a number of Shares equal to the quotient computed by dividing the\n     Spread by the Fair Market Value per Share on the date of exercise of the\n     General Right; provided, however, that in lieu of fractional Shares the\n     Company shall pay cash equal to the same fraction of the Fair Market Value\n     per Share on the date of exercise of the General Right; or\n\n      (ii) an amount in cash equal to the Spread; or\n\n     (iii) a combination of cash in the amount specified in such holder's\n     notice of exercise, and a number of Shares calculated as provided in clause\n     (i) of this paragraph (c), after reducing the Spread by such cash amount,\n     plus cash in lieu of any fractional Share as provided above.\n\n     (d)   This paragraph (d) shall only apply to Participants who are subject\nto Section 16 of the Exchange Act. Unless an election to receive cash upon the\nexercise of a General Right is made pursuant to paragraph (f) of this Section\n11, the Board or its delegate shall have sole discretion to consent to or\ndisapprove, in whole or in part, the election pursuant to either clause (ii) or\n(iii) of paragraph (c) of this Section 11 of a holder of a General Right to\nreceive cash upon the exercise of a General Right (\"Cash Election\"). Such\nconsent or disapproval may be given at any time after the Cash Election to which\nit relates. If the Board or its delegate shall disapprove a Cash Election, in\nlieu of paying the cash (or any portion thereof) specified in such Cash\nElection, the Board or its delegate shall determine the cash, if any, to be paid\npursuant to such Cash Election and shall issue a number of Shares calculated as\nprovided in clause (i) of paragraph (c) of this Section 11, after\n\n                                      10\n\n \nreducing the Spread by such cash to be paid plus cash in lieu of any fractional\nShare. A Cash Election may be made only (x) with respect to a General Right\nwhich has been held at least six months from the date of grant of such General\nRight, and (y) during a Window Period. A Cash Election made in advance of a\nWindow Period shall be deemed to have been made and to take effect on the first\nday of the first Window Period occurring after such election.\n\n     (e)  Notwithstanding the provision of paragraph (c) of this Section 11, if\nthe employment of any Participant is terminated by the Company for any reason\nother than for Misconduct (or, if applicable, by Constructive Termination)\nwithin one year after a Change of Control has occurred, then such Participant's\nGeneral Right shall become fully vested and may be exercised only for cash\nduring a period of sixty days beginning on the date of termination; provided,\nhowever, that with respect to a General Right held by a Participant who is\nsubject to Section 16 of the Exchange Act, the event constituting a Change of\nControl shall have been subject to stockholder approval by non-insider\nstockholders of the Company, as determined under Rule 16(b)(3) of the Exchange\nAct, and if such General Right has not been outstanding for at least six months\non the date of termination, then the sixty-day period shall not begin until the\nexpiration of six months from the date of grant of such General Right. Upon such\nexercise, a holder of a General Right shall be entitled to receive an amount in\ncash equal to the Spread which, for purposes of this paragraph (e) of this\nSection 11, shall mean an amount equal to the product computed by multiplying\n(i) the excess of (A) the Fair Market Value per Share on the date such General\nRight is exercised over (B) the Award Price, by (ii) the number of Shares with\nrespect to which such General Right is being exercised.\n\n     (f)  An election by a Participant who is subject to Section 16 of the\nExchange Act to receive cash upon the exercise of a General Right may be made\nwithout compliance with paragraph (d) of this Section 11, if such election is\nirrevocable and the receipt of cash pursuant to such election occurs no earlier\nthan six months after such election is made. An election made pursuant to this\nparagraph (f) may be changed only by a subsequent irrevocable election to take\neffect no earlier than six months after the date such subsequent election is\nmade.\n\n     (g)  To exercise a General Right, the holder shall (i) give notice thereof\nto the Company in form satisfactory to the Board or its delegate addressed to\nthe Secretary of the Company specifying (A) the number of Shares with respect to\nwhich such holder is exercising the General Right and (B) the amount such holder\nelects to receive in cash, if any, and the amount he elects to receive in Shares\nwith respect to the exercise of the General Right; provided, however, that\nnotice of the exercise of a General Right pursuant to paragraph (e) of this\nSection 11 shall only specify the number of Shares with respect to which the\nGeneral Right is being exercised for cash; and (ii) if requested by the Company,\ndeliver the Right Agreement relating to the General Right being exercised and\nthe Option Agreement for any Related Option to the Secretary of the Company, who\nshall endorse thereon a notation of such exercise and return the Right Agreement\nand Option Agreement to the Participant. The date of exercise of a General Right\nwhich is validly exercised shall be the date on which the Company shall have\nreceived the notice referred to in the first sentence of this paragraph (g).\n\n\n12.  Stock Appreciation Rights -- Limited Rights\n\n     (a)  The Board or its delegate shall have authority in its discretion to\ngrant a Limited\n\n                                      11\n\n \nRight to the holder of a Related Option. A Limited Right may be granted with\nrespect to all or some of the Shares covered by such Related Option. A Limited\nRight may be granted either at the time of grant of the Related Option or at any\ntime thereafter during its term. A Limited Right may be granted to a Participant\nirrespective of whether such Participant is being granted or has been granted a\nGeneral Right with respect to the same Related Option. Unless specified in the\nRight Agreement as an Automatic Right, a Limited Right may be exercised only\nduring a period of sixty days beginning on the date of a Change of Control;\nprovided, however, that with respect to a Limited Right held by a Participant\nwho is subject to Section 16 of the Exchange Act the event constituting a Change\nof Control shall have been subject to stockholder approval by non-insider\nstockholders of the Company, as determined under Rule 16(b)(3) of the Exchange\nAct, and if such Limited Right has not been outstanding for at least six months\non the date of the Change of Control, then the sixty-day period shall not begin\nuntil the expiration of six months from the date of grant of such Limited Right.\nNotwithstanding the provisions of the immediately preceding sentence, each\nLimited Right shall be exercisable only if and to the extent that the Related\nOption is exercisable. A Limited Right granted as an Automatic Right, shall be\nexercised automatically and only for cash, on satisfaction of conditions\nspecified in the Right Agreement.\n\n     (b)  The term \"Spread\" as used in this Section 12 with respect to the\nexercise of any Limited Right shall mean an amount equal to the product computed\nby multiplying (i) the excess of (A) either (x) the highest Fair Market Value\nper Share during the sixty-day period ending on the date of the Change of\nControl, or (y) the Event Price per Share, whichever is greater, over (B) the\nexercise price per Share at which the Related Option is exercisable, by (ii) the\nnumber of Shares with respect to which such Limited Right is being exercised.\n\n     (c)  Upon the exercise of a Limited Right as provided in paragraph (e) of\nthis Section 12, the holder thereof shall receive an amount in cash equal to the\nSpread.\n\n     (d)  Notwithstanding any other provision of this Plan, no General Right\nwhich has a Related Option may be exercised for cash at any time when any\nLimited Right which was granted with respect to the same Related Option may be\nexercised.\n\n     (e)  To exercise a Limited Right, the holder shall (i) give notice thereof\nto the Company in form satisfactory to the Board or its delegate specifying the\nnumber of Shares with respect to which such holder is exercising the Limited\nRight, and (ii) if requested by the Company, deliver the Right Agreement\nrelating to the Limited Right being exercised and the Option Agreement for the\nRelated Option to the Secretary of the Company who shall endorse thereon a\nnotation of such exercise and return the Right Agreement and the Option\nAgreement to the employee. The date of exercise of a Limited Right which is\nvalidly exercised shall be deemed to be the date on which the Company shall have\nreceived the notice referred to in the first sentence of this paragraph (e).\n\n13.  Stock Appreciation Rights -- General Provisions\n\n     (a)  Either a General Right or a Limited Right, or both a General Right and\na Limited Right, may be granted with respect to the same Related Option. Upon\nthe exercise of a Right, any Related Option shall cease to be exercisable to the\nextent of the stock with respect to which the Right is exercised. Upon the\nexercise or termination of any Related Option, the Right or Rights that relate\nthereto will cease to be exercisable to the extent of the number of Shares with\nrespect to which the Related Option is exercised or terminated.\n\n                                      12\n\n \n     (b)  The Company intends that Sections 11, 12 and 13 shall comply with the\nrequirements of Rule 16b-3 (the \"Rule\") under the Exchange Act during the term\nof this Plan. Should any provision of these Sections 11, 12 and 13 fail to\ncomply with or be unnecessary to comply with the requirements of the Rule, the\nBoard may amend this Plan to add to or modify the provisions of this Plan\naccordingly without seeking stockholder approval.\n\n     (c)  Unless otherwise specified in the Right Agreement, no General or\nLimited Right shall be transferable except by will, by the laws of descent and\ndistribution, or pursuant to a qualified domestic relations order as defined by\nthe Code or Title I of the Employee Retirement Income Security Act, or the rules\nthereunder; provided, however, that the terms of a General or Limited Right\ngranted with respect to an ISO shall comply with the requirements of the Code as\nnecessary to maintain the status of the Related Option as an ISO including,\nwithout limitation, transferability and exercisability restrictions.\n\n     (d)  A person exercising a General Right shall not be treated as having\nbecome the registered owner of any Shares issued on such exercise until such\nShares are issued.\n\n     (e)  Each General or Limited Right shall be on such terms and conditions\nnot inconsistent with this Plan as the Board or its delegate may determine and\nshall be evidenced by a Right Agreement setting forth such terms and conditions\nexecuted by the Company and the holder of the General or Limited Right.\n\n14.  Adjustments of and Changes in the Stock\n\n     If there is any change in the Common Stock of the Company by reason of any\nstock dividend, stock split, spin-off, split up, merger, consolidation,\nrecapitalization, reclassification, combination or exchange of shares, or any\nother similar corporate event, then the Board or its delegate shall make\nappropriate adjustments to the number of Shares of Common Stock of the Company\ntheretofore appropriated or thereafter subject or which may become subject to an\nOption or Right under the Plan. Outstanding Options and Rights shall also be\nautomatically converted as to price and other terms if necessary to reflect the\nforegoing events. No right to purchase fractional shares shall result from any\nadjustment in Options or Rights pursuant to this Section 14. In case of any such\nadjustment, the Shares subject to the Option or Right shall be rounded down to\nthe nearest whole Share. Notice of any adjustment shall be given by the Company\nto each holder of any Option or Right which shall have been so adjusted and such\nadjustment (whether or not such notice is given) shall be effective and binding\nfor all purposes of the Plan.\n\n15.  Effective Date of the Plan\n\n     The Plan shall become effective when adopted by the Board, but no Option or\nRight granted under this Plan shall be exercisable until the Plan is approved by\nthe affirmative vote of a majority of the holders of voting stock who are\npresent or represented and entitled to vote at a meeting of stockholders of the\nCompany duly called and held.\n\n16.  Amendment of the Plan\n\n     (a)  The Board of Directors at any time, and from time to time, may amend\nthe Plan, \n\n                                      13\n\n \nsubject to the limitation, however, that, except as provided in Section 14\n(relating to adjustments upon changes in stock), no amendment for which\nstockholder approval is required shall be effective unless such approval is\nobtained within the required time period. Whether stockholder approval is\nrequired shall be determined by the Board of Directors and shall be consistent\nwith the rules of the Securities and Exchange Commission, the Code or the stock\nexchange(s) on which the Company's shares are listed, as such rules are in\neffect at the time the Plan amendment is adopted by the Board of Directors.\nApproval of the stockholders may be obtained by the affirmative vote of a\nmajority of the holders of the Company's voting stock who are present or\nrepresented and entitled to vote at a meeting of stockholders of the Company\nduly called and held, or by the written consent of the holders of a majority of\nthe outstanding voting stock of the Company.\n\n     (b)  It is expressly contemplated that the Board may, without seeking\napproval of the Company's stockholders, amend the Plan in any respect necessary\nto provide the Company's employees with the maximum benefits provided or to be\nprovided under Section 422 of the Code or Section 16 of the Securities and\nExchange Act of 1934 and the regulations promulgated thereunder relating to\nemployee incentive stock options and\/or to bring the Plan or Options granted\nunder it into compliance therewith.\n\n     (c)  Rights and obligations under any Option or Right granted before any\namendment of the Plan shall not be altered or impaired by amendment of the Plan,\nexcept with the consent of the person who holds the Option or Right, which\nconsent may be obtained in any manner that the Board or its delegate deems\nappropriate.\n\n     (d)  The Board of Directors may not amend the provisions of Section 8\nhereof more than once every six months, other than to comport with changes in\nthe Code, the Employee Retirement Income Security Act, or the rules thereunder.\n\n17.  Termination or Suspension of the Plan\n\n     The Board of Directors at any time may suspend or terminate the Plan. The\nPlan, unless sooner terminated, shall terminate at the end of ten years from the\ndate the Plan is adopted by the Board or approved by the stockholders of the\nCompany, whichever is earlier. No Option or Right may be granted under the Plan\nwhile the Plan is suspended or after it is terminated. Rights and obligations\nunder any Option or Right granted while the Plan is in effect, including the\nmaximum duration and vesting provisions, shall not be altered or impaired by\nsuspension or termination of the Plan, except with the consent of the person who\nholds the Option or Right, which consent may be obtained in any manner that the\nBoard or its delegate deems appropriate.\n\n18.  Registration, Listing, Qualification, Approval of Stock and Options\n\n     All Options and Rights granted under the Plan are subject to the\nrequirement that if at any time the Board shall determine in its discretion that\nthe registration, listing or qualification of the shares of stock subject\nthereto on any securities exchange or under any applicable law, or the consent\nor approval by any governmental regulatory body or the stockholders of the\nCompany, is necessary or desirable as a condition of or in connection with the\nissuance of shares upon exercise of the Option or Right, the Option or Right may\nnot be exercised in whole or in part unless such registration, listing,\nqualification, consent or approval shall have been effected or obtained free of\nany condition not acceptable to the Board of Directors.\n\n                                      14\n\n \n19.  No Right to Employment\n\n     Nothing in this Plan or in any Option or Right agreement shall be deemed to\nconfer on any employee any right to continue in the employ of the Company or any\nAffiliate or to limit the rights of the Company or its Affiliates, which are\nhereby expressly reserved, to discharge an employee at any time, with or without\ncause, or to adjust the compensation of any employee.\n\n20.  Miscellaneous\n\n     The use of any masculine pronoun or similar term is intended to be without\nlegal significance as to gender.\n\n\n\n\n\n\n                                      15\n\n \nUpdated February 19, 2001\n\n\n                         ADVANCED MICRO DEVICES, INC.\n                           1992 STOCK INCENTIVE PLAN\n\n\n                               TABLE OF CONTENTS\n                               -----------------\n                                                                          Page\n                                                                          ----\n1.   Purpose...............................................................  1\n\n2.   Definitions...........................................................  1\n\n3.   Administration........................................................  4\n\n4.   Shares Subject to Plan................................................  5\n\n5.   Eligibility...........................................................  6\n\n6.   Stock Options -- General Provisions...................................  6\n\n7.   Terms of Option Agreement.............................................  6\n\n8.   Automatic Grants to Outside Directors.................................  8\n\n9.   Payments and Loans Upon Exercise of Options...........................  8\n\n10.  Tax Withholding.......................................................  9\n \n11.  Stock Appreciation Rights -- General Rights...........................  9\n \n12.  Stock Appreciation Rights -- Limited Rights........................... 11\n \n13.  Stock Appreciation Rights -- General Provisions....................... 12\n \n14.  Adjustments of and Changes in the Stock............................... 13\n \n15.  Effective Date of the Plan............................................ 13\n \n16.  Amendment of the Plan................................................. 13\n \n17.  Termination or Suspension of the Plan................................. 14\n \n18.  Registration, Listing, Qualification, Approval of Stock and Options... 14\n \n19.  No Right to Employment................................................ 15\n \n20.  Miscellaneous......................................................... 15\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9545],"class_list":["post-38189","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38189","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38189"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38189"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38189"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38189"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}