{"id":38313,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-stock-incentive-plan-advanced-micro-devices-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-incentive-plan-advanced-micro-devices-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-incentive-plan-advanced-micro-devices-inc.html","title":{"rendered":"1998 Stock Incentive Plan &#8211; Advanced Micro Devices Inc."},"content":{"rendered":"<pre>\n                        ADVANCED MICRO DEVICES, INC.\n                          1998 STOCK INCENTIVE PLAN\n\n1.   PURPOSE\n\n     The purpose of this Plan is to encourage key personnel and advisors whose\nlong-term service is considered essential to the Company's continued progress,\nto remain in the service of the Company or its Affiliates.  By means of the\nPlan, the Company also seeks to attract new key employees and advisors whose\nfuture services are necessary for the continued improvement of operations.  The\nCompany intends future increases in the value of securities granted under this\nPlan to form part of the compensation for services to be rendered by such\npersons in the future.  It is intended that this purpose will be effected\nthrough the granting of Options and Restricted Stock.\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,\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)   'Board'  The term 'Board' shall mean the Company's Board of Directors\nor its delegate as set forth in Section 3(d) below.\n\n     (c)   'Change of Control'  Unless otherwise defined in a Participant's\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 Exchange Act) is or becomes the beneficial owner (as\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of\nsecurities of the Company (not including in the securities beneficially owned by\nsuch person any securities acquired directly from the Company or any of its\nAffiliates) representing more than 20% of either the then outstanding shares of\nthe Common Stock of the Company or the combined voting power of the Company's\nthen outstanding voting securities; (ii) during any period of two consecutive\nyears, individuals who at the beginning of such period constituted the Board and\nany new director (other than a director designated by a person who has entered\ninto an agreement or arrangement with the Company to effect a transaction\ndescribed in clause (i) or (ii) of this sentence) whose appointment, election,\nor nomination for election by the Company's stockholders, was approved by a vote\nof at least two-thirds (2\/3) of the directors then still in office who either\nwere directors 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 other\ncorporation, other than a merger or consolidation which would result in the\nholders of the voting securities of the Company outstanding immediately prior\nthereto holding securities which represent immediately after such \n\n                                       1\n\n \nmerger or consolidation more than 50% of the combined voting power of the\nvoting securities of either the Company or the other entity which survives\nsuch merger or consolidation or the parent of the entity which survives such\nmerger or consolidation; or (iv) the stockholders of the Company approve a\nplan of complete liquidation of the Company or there is consummated the sale\nor disposition by the Company of all or substantially all of the Company's\nassets, other than a sale or disposition by the Company of all or\nsubstantially all of the Company's assets to an entity, at least 80% of the\ncombined voting power of the voting securities of which are owned by persons\nin substantially the same proportions as their ownership of the Company\nimmediately prior to such sale. Notwithstanding the foregoing (i) unless\notherwise provided in a Participant's employment agreement, no 'Change of\nControl' shall be deemed to have occurred if there is consummated any\ntransaction or series of integrated transactions immediately following which\nthe record holders of the Common Stock of the Company immediately prior to\nsuch transaction or series of transactions continue to have substantially the\nsame proportionate ownership in an entity which owns all or substantially all\nof the assets of the Company immediately prior to such transaction or series\nof transactions and (ii) unless otherwise provided in a Participant's\nemployment agreement, 'Change of Control' shall exclude the acquisition of\nsecurities representing more than 20% of either the then outstanding shares of\nthe Common Stock of the Company or the combined voting power of the Company's\nthen outstanding voting securities by the Company or any of its wholly owned\nsubsidiaries, or any trustee or other fiduciary holding securities of the\nCompany under an employee benefit plan now or hereafter established by the\nCompany.\n\n     (d)   'Code'  The term 'Code' shall mean the Internal Revenue Code of 1986,\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,\nInc., a Delaware corporation.\n\n     (f)   'Constructive Termination'  The term 'Constructive Termination' shall\nmean a resignation by a Participant who has been elected by the Board as a\ncorporate officer of the Company due to diminution or adverse change in the\ncircumstances of such Participant's employment with the Company, as determined\nin good faith by the Participant; including, without limitation, reporting\nrelationships, job description, duties, responsibilities, compensation,\nperquisites, office or location of employment.  Constructive Termination shall\nbe communicated by written notice to the Company, and such termination shall be\ndeemed to occur on the date such notice is delivered to the Company.\n\n     (g)   'Fair Market Value per Share'  The term 'Fair Market Value per Share'\nshall mean as of any day (i) the closing price for Shares on the New York Stock\nExchange as reported in The Wall Street Journal on the day as of which such\ndetermination is being made or, if there was no sale of Shares reported in The\nWall Street Journal on such day, on the most recently preceding day on which\nthere was such a sale, or (ii) if the Shares are not listed or admitted to\ntrading on the New York Stock Exchange on the day as of which the determination\nis made, the amount determined by the Board or its delegate to be the fair\nmarket value of a Share on such day.\n\n                                       2\n\n \n     (h)   'Insider'  The term 'Insider' means an officer or director of the\nCompany or any other person whose transactions in the Company's Common Stock are\nsubject to Section 16 of the Exchange Act.\n\n     (i)   'Option'  The term 'Option' shall mean a nonstatutory stock option\ngranted under this Plan.\n\n     (j)   'Participant'  The term 'Participant' shall mean any person who\nholds an Option or Restricted Stock Award granted under this Plan.\n\n     (k)   'Plan'  The term 'Plan' shall mean this Advanced Micro Devices,\nInc. 1998 Stock Incentive Plan, as amended from time to time.\n\n     (l)   'Restricted Stock' or 'Restricted Stock Award'  The term 'Restricted\nStock' or 'Restricted Stock Award' shall mean an award of restricted Shares of\nCommon Stock granted under the Plan.\n\n     (m)   'Shares'  The term 'Shares' shall mean shares of Common Stock of\nthe Company and any shares of stock or other securities received as a result\nof the adjustments provided for in Section 9 of this Plan.\n\n3.   ADMINISTRATION\n\n     (a)   The Board, whose authority shall be plenary, shall administer the\nPlan and may delegate part or all of its administrative powers with respect to\npart or all of the Plan pursuant to Section 3(d).\n\n     (b)   The Board or its delegate shall have the power, subject to and\nwithin the limits of the express provisions of the Plan:\n\n           (1)  To grant Options or Restricted Stock pursuant to the Plan.\n\n           (2)  To determine from time to time which of the eligible persons\n     shall be granted Options or Restricted Stock under the Plan, the number\n     of Shares for which each Option or Restricted Stock Award shall be\n     granted, the term of each granted Option and the time or times during the\n     term of each Option within which all or portions of each Option may be\n     exercised (which at the discretion of the Board or its delegate may be\n     accelerated.)\n\n           (3)  To prescribe the terms and provisions of each Option or\n     Restricted Stock Award granted (which need not be identical) and the form\n     of written instrument that shall constitute the Option or Restricted\n     Stock Award agreement.\n\n           (4)  To take appropriate action to amend any Option or Restricted\n     Stock Award hereunder, including to amend the vesting schedule of any\n     outstanding Option or Restricted Stock Award, provided that no such\n     action adverse to a Participant's interest may be taken by the Board or\n     its delegate without the written consent of the affected Participant.\n\n                                       3\n\n \n           (5)  To determine whether and under what circumstances an Option or\n     Restricted Stock Award may be settled in cash or Shares.\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 or Restricted\n     Stock Awards granted under the Plan, and to establish, amend and revoke\n     rules and regulations for administration of the Plan. The Board or its\n     delegate, in the exercise of this power, shall generally determine all\n     questions of policy and expediency that may arise and may correct any\n     defect, omission or inconsistency in the Plan or in any Option or\n     Restricted Stock Award agreement in a manner and to the extent it shall\n     deem necessary or expedient to make the Plan fully effective.\n\n           (2)  Generally, to exercise such powers and to perform such acts as\n     are deemed necessary or expedient to promote the best interests of the\n     Company.\n\n     (d)   The Board may, by resolution, delegate administration of the Plan\n(including, without limitation, the Board's powers under Sections 3(b) and (c)\nabove), under either or both of the following:\n\n           (1)  with respect to the participation of or granting of Options or\n     Restricted Stock Awards to an employee, consultant or advisor, to a\n     committee of one or more members of the Board;\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 Restricted Stock\n     Award, to a committee of one or more members of the Board.\n\n     (e)   The Board shall have complete discretion to determine the\ncomposition, structure, form, term and operations of any committee established\nto administer the Plan. If administration is delegated to a committee, unless\nthe Board otherwise provides, the committee shall have, with respect to the\nadministration of the Plan, all of the powers and discretion theretofore\npossessed by the Board and delegable to such committee, subject to any\nconstraints which may be adopted by the Board from time to time and which are\nnot inconsistent with the provisions of the Plan. The Board at any time may\nrevest in the Board any of its administrative powers under the Plan.\n\n     (f)   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\n                                       4\n\n \n4.   SHARES SUBJECT TO PLAN\n\n     Subject to the provisions of Section 10 (relating to adjustments upon\nchanges in capitalization), (i) the Shares which may be available for issuance\nof Options under the Plan shall not exceed in the aggregate 3,700,000 Shares of\nthe Company's authorized Common Stock and (ii) the Shares which may be available\nfor issuance of Restricted Stock Awards under the Plan shall not exceed in the\naggregate 1,000,000 Shares of the Company's authorized Common Stock.  In each\ncase, the Shares of the Company's Common Stock may be unissued Shares or\nreacquired Shares or Shares bought on the market for the purposes of issuance\nunder the Plan.  If any Options or Restricted Stock Awards granted under the\nPlan shall for any reason be forfeited or canceled, terminate or expire, the\nShares subject to such Options or Restricted Stock Awards shall be available\nagain for the purposes of the Plan.  Shares which are delivered or withheld from\nthe Shares otherwise due on exercise of an Option shall become available for\nfuture awards under the Plan.  Shares that have actually been issued under the\nPlan upon exercise of an Option and Shares of Restricted Stock that are no\nlonger subject to forfeiture shall not in any event be returned to the Plan and\nshall not become available for future awards under the Plan.\n\n5.   ELIGIBILITY\n\n     All Options issued under the Plan shall be nonqualified stock options.\nOptions may be granted only to full or part-time employees, officers,\nconsultants and advisors of the Company and\/or of any Affiliate; provided that\n                                                                 --------     \nsuch consultants and advisors render bona fide services not in connection with\nthe offer and sale of securities in a capital-raising transaction.  Restricted\nStock Awards may be granted only to full or part-time employees of the Company.\nOptions awarded to Insiders may not exceed in the aggregate forty-five (45%)\npercent of all Shares that are available for grant under the Plan and employees\nof the Company who are not Insiders must receive at least fifty (50%) percent of\nall Shares that are available for grant under the Plan.  No Insider shall be\neligible to receive a Restricted Stock Award.  Any Participant may hold more\nthan one Option or Restricted Stock Award at any time; provided that the maximum\n                                                       --------                 \nnumber of shares which are subject to Options or Restricted Stock Awards granted\nto any individual shall not exceed in the aggregate two million (2,000,000)\nShares over the full ten-year life of the Plan.\n\n6.   TERMS OF STOCK OPTIONS\n\n     Each Option agreement shall be in such form and shall contain such terms\nand conditions as the Board, or its delegate, from time to time shall deem\nappropriate, subject to the following limitations:\n\n     (a)   The term of any Option shall not be greater than ten (10) years and\none day from the date it was granted.\n\n     (b)   Options may be granted at an exercise price that is not less than\nthe Fair Market Value per Share of the Shares at the time an Option is\ngranted.\n\n                                       5\n\n \n     (c)   Unless otherwise specified in the Option agreement, no Option shall\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 Income Security Act, or the\nrules thereunder.\n\n     (d)   Except as otherwise provided in paragraph (e) of this Section 6 or\nin a Participant's employment agreement, the rights of a Participant to\nexercise an Option shall be limited as follows:\n\n           (1)  DEATH OR DISABILITY:  If a Participant's service is terminated\n     by death or disability, then the Participant or the Participant's estate,\n     or such other person as may hold the Option, as the case may be, shall\n     have the right for a period of twelve (12) months following the date of\n     death or disability, or for such other period as the Board may fix, to\n     exercise the Option to the extent the Participant was entitled to\n     exercise such Option on the date of his death or disability, or to such\n     extent as may otherwise by specified by the Board (which may so specify\n     after the date of his death or disability but before expiration of the\n     Option), provided the actual date of exercise is in no event after the\n     expiration of the term of the Option. A Participant's estate shall mean\n     his legal representative or any person who acquires the right to exercise\n     an Option by reason of the Participant's death or disability.\n\n           (2)  MISCONDUCT:  If a Participant is determined by the Board to\n     have committed on act of theft, embezzlement, fraud, dishonesty, a breach\n     of fiduciary duty to the Company (or Affiliate), or deliberate disregard\n     of 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\n     any 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,\n     neither the Participant, the Participant's estate nor such other person\n     who may then hold the Option shall be entitled to exercise any Option\n     with respect to any Shares whatsoever, after termination of service,\n     whether or not after termination of service the Participant may receive\n     payment from the Company (or Affiliate) for vacation pay, for services\n     rendered prior to termination, for services rendered for the day on which\n     termination occurs, for salary in lieu of notice, or for any other\n     benefits. In making such determination, the Board shall give the\n     Participant an opportunity to present to the Board evidence on his\n     behalf. For the purpose of this paragraph, unless otherwise provided in a\n     Participant's employment agreement, termination of service shall be\n     deemed to occur on the date when the Company dispatches notice or advice\n     to the Participant that his service is terminated.\n\n           (3)  TERMINATION FOR OTHER REASONS:  If a Participant's service is\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 \n\n                                       6\n\n \n     termination, or within such longer period as the Board may fix, exercise\n     the Option to the extent such Option was exercisable by the Participant\n     on the date of termination of his employment or service, or to the extent\n     otherwise specified by the Board (which may so specify after the date of\n     the termination but before expiration of the Option) provided the date of\n     exercise is in no event after the expiration of the term of the Option.\n\n           (4)  EVENTS NOT DEEMED TERMINATIONS:  Unless otherwise provided in a\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\n     leave of absence, the Board may make such provisions respecting suspension\n     of vesting of the Option while on leave from the employ of the Company or\n     an 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     (f)   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\n     (g)   The Board may modify, extend or renew outstanding Options and\nauthorize the grant of new Options in substitution therefor; provided that any\n                                                             -------- \nsuch action may not, without the written consent of a Participant, impair any\nsuch Participant's rights under any Option previously granted.\n\n7.   RESTRICTED STOCK\n\n     A Restricted Stock Award is an offer by the Company to sell to an\neligible person Shares that are subject to restrictions.  The Board or its\ndelegate will determine to whom an offer will be made, the number of Shares the\nperson may purchase, the price to be paid, the restrictions to which the Shares\nwill be subject, and all other terms and conditions of the Restricted Stock\nAward, subject to the following:\n\n                                       7\n\n \n     (a)   All purchases under a Restricted Stock Award made pursuant to this\nPlan will be evidenced by a Restricted Stock Award that will be in such form\nand contain such terms and conditions (which need not be the same for each\nParticipant) as the Board or its delegate will from time to time approve, and\nwill comply with and be subject to the terms and conditions of this Plan. The\noffer of Restricted Stock will be accepted by the Participant's delivery of\nfull payment for the Shares to the Company upon the lapse of the restrictions\napplicable thereto, or otherwise in accordance with the applicable Restricted\nStock agreement.\n\n     (b)   The purchase price of Shares sold pursuant to a Restricted Stock\nAward will be determined by the Board or its delegate on the date the\nRestricted Stock Award is granted. Payment of the purchase price may be made\nin accordance with Section 8 of this Plan.\n\n     (c)   Restricted Stock Awards shall be subject to such restrictions as\nthe Board or its delegate may impose (the 'Restrictions'). The Restrictions\nmay be based upon completion of a specified period of service with the Company\n(or Affiliate) or upon completion of the performance goals as set out in\nadvance in the Participant's individual Restricted Stock Award agreement.\nRestricted Stock Awards may vary from Participant to Participant and between\ngroups of Participants. Prior to the grant of a Restricted Stock Award, the\nBoard or its delegate shall: (i) determine the nature, length and starting\ndate of any vesting or performance period (the 'Restriction Period') for the\nRestricted Stock Award and (ii) select from among the performance factors to\nbe used to measure performance goals, if any. Prior to the payment of any\nRestricted Stock Award, the Board or its delegate shall determine the extent\nto which such Restricted Stock Award has been earned.\n\n     (d)   If a Participant terminates service with the Company (or any\nAffiliate) during a performance period for any reason, then such Participant\nwill be entitled to payment (whether in Shares, cash or otherwise) with\nrespect to the Restricted Stock Award only to the extent earned as of the date\nof the Participant's termination of service with the Company (or any\nAffiliate) in accordance with the Restricted Stock Award agreement, unless the\nBoard or its delegate determines otherwise.\n\n     (e)   During the Restriction Period, the Participant will not be\npermitted to sell, pledge (other than to the Company), assign or otherwise\ntransfer Restricted Stock awarded under this Plan. Notwithstanding the\nforegoing, the Board or its delegate may adopt rules which would permit a gift\nby a participant of Restricted Stock to a spouse, lineal descendant or legal\ndependent or to a trust whose beneficiary or beneficiaries shall be either\nsuch a person or persons or the participant; provided that any restrictions on\nfurther transfer and any requirement of continued service shall continue to\napply to the Restricted Stock in the hands of the donee.\n\n     (f)   All certificates for shares of Restricted Stock delivered under\nthis Plan shall be subject to such stop transfer orders and other restrictions\nas the Board or its delegate may deem advisable under the rules, regulations\nand other requirements of the Securities and Exchange Commission, any stock\nexchange on which the Shares are then listed, and any applicable federal or\nstate securities law. The Board or its delegate may cause a legend or legends\nto be placed on any such certificates to make appropriate reference to such\nrestrictions.\n\n                                       8\n\n \n     (g)   The Board or its delegate may adopt rules which provide that the\nstock certificates evidencing shares of Restricted Stock may be held in\ncustody by a third party fiduciary, or that the Company may itself hold such\nshares in custody until the restrictions thereon shall have lapsed and may\nrequire, as a condition of any award, that the participant shall have\ndelivered a stock power endorsed in blank relating to the stock covered by\nsuch award.\n\n     (h)   If a Participant is determined by the Board to have committed on\nact of theft, embezzlement, fraud, dishonesty, a breach of fiduciary duty to\nthe Company (or Affiliate), or deliberate disregard of the rules of the\nCompany (or Affiliate), or if a Participant makes any unauthorized disclosure\nof any of the trade secrets or confidential information of the Company (or\nAffiliate), engages in any conduct which constitutes unfair competition with\nthe Company (or Affiliate), induces any customer of the Company (or Affiliate)\nto break any contract with the Company (or Affiliate), or induces any\nprincipal for whom the Company (or Affiliate) acts as agent to terminate such\nagency relationship, then, unless otherwise provided in a Participant's\nemployment agreement, either the Participant, the Participant's estate or such\nother person who may then hold the Restricted Stock shall forfeit the\nRestricted Stock, whether or not after termination of service the Participant\nmay receive payment from the Company (or Affiliate) for vacation pay, for\nservices rendered prior to termination, for services rendered for the day on\nwhich termination occurs, for salary in lieu of notice, or for any other\nbenefits. In making such determination, the Board shall give the Participant\nan opportunity to present to the Board evidence on his behalf. For the purpose\nof this paragraph, unless otherwise provided in a Participant's employment\nagreement, termination of service shall be deemed to occur on the date when\nthe Company dispatches notice or advice to the Participant that his service is\nterminated.\n\n     (i)   Unless otherwise provided in a Participant's employment agreement,\nif any Participant's employment is terminated by the Company for any reason\nother than for misconduct pursuant to Section 7(h) or, if applicable, by\nConstructive Termination as defined in Section 2(f), within one year after a\nChange of Control has occurred, then all Restricted Stock held by such\nParticipant shall become fully vested for exercise upon the date of\ntermination, irrespective of any other vesting provisions of the Restricted\nStock Award. For purposes of this subsection (i), the term 'Change of Control'\nshall have the meaning assigned by Section 2(c) of this Plan, unless a\ndifferent meaning is defined in an individual Participant's Option agreement\nor employment agreement.\n\n8.   PAYMENT OF PURCHASE PRICE\n\n     (a)   The consideration to be paid for the Shares to be issued upon\nexercise of an Option or the grant of Restricted Stock, including the method\nof payment, shall be determined by the Board or its delegate and may consist\nentirely of (i) cash, (ii) certified or cashier's check, (iii) promissory\nnote, (iv) other Shares which (x) either have been owned by the Participant\nfor more than six months on the date of surrender or were not acquired,\ndirectly or indirectly, from the Company, and (y) have a Fair Market Value per\nShare on the date of surrender equal to the aggregate exercise price of the\nShares as to which said Option shall be exercised or the aggregate purchase\nprice of the Restricted Stock, (v) delivery of a properly executed exercise\nnotice together with irrevocable instructions to a broker to promptly deliver\nto the Company the amount of sale or loan proceeds required to pay the\nexercise price, or (vi) any combination of the\n\n                                       9\n\n \nforegoing methods of payment. Any promissory note shall be a full recourse\npromissory note having such terms as may be approved by the Board and bearing\ninterest at a rate sufficient to avoid imputation of income under Sections\n483, 1274 or 7872 of the Code; provided that Participants who are not employees \n                               --------                              \nor directors of the Company will not be entitled to purchase Shares with a\npromissory note unless the note is adequately secured by collateral other than\nthe Shares; provided further, that the portion of the exercise price equal to\n            -------- -------                                              \nthe par value, if any, of the Shares must be paid in cash;\n\n     (b)   The Company may make loans or guarantee loans made by an appropriate\nfinancial institution to individual Participants, including Insiders, on such\nterms as may be approved by the Board for the purpose of financing the exercise\nof Options or the purchase of Restricted Stock granted under the Plan and the\npayment of any taxes that may be due by reason of such exercise.\n\n9.   TAX WITHHOLDING\n\n     (a)   Where, in the opinion of counsel to the Company, the Company has or\nwill have an obligation to withhold federal, state or local taxes relating to\nthe exercise of any Option or the purchase or vesting of Restricted Stock, the\nBoard may in its discretion require that such tax obligation be satisfied in a\nmanner satisfactory to the Company.  The Company may require the payment of such\ntaxes before Shares are transferred to the holder of the Option or Restricted\nStock Award.\n\n     (b)   A Participant may elect (a 'Withholding Election') to pay his minimum\nstatutory withholding tax obligation by the withholding of Shares from the total\nnumber of Shares deliverable under such Option or Restricted Stock Award, or by\ndelivering to the Company a sufficient number of previously acquired Shares, and\nmay elect to have additional taxes paid by the delivery of previously acquired\nShares, in each case in accordance with rules and procedures established by the\nBoard.  Previously owned Shares delivered in payment for such additional taxes\nmust have been owned for at least six months prior to the delivery or must not\nhave been acquired directly or indirectly from the Company and may be subject to\nsuch other conditions as the Board may require.  The value of Shares withheld or\ndelivered shall be the Fair Market Value per Share on the date the Option or\nRestricted Stock becomes taxable.  All Withholding Elections are subject to the\napproval of the Board and must be made in compliance with rules and procedures\nestablished by the Board.\n\n10.  ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION\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 shall make appropriate adjustments\nto the number of Shares theretofore appropriated or thereafter subject or which\nmay become subject to an Option or Restricted Stock Award under the Plan.\nOutstanding Options and Restricted Stock Awards shall also be automatically\nconverted as to price and other terms if necessary to reflect the foregoing\nevents.  No right to purchase fractional Shares shall result from any adjustment\nin Options and Restricted Stock Awards pursuant to this Section 10.  In case of\nany such adjustment, the Shares subject to the Option and Restricted \n\n                                       10\n\n \nStock Award shall be rounded down to the nearest whole Share. Notice of any\nadjustment shall be given by the Company to each holder of any Option and\nRestricted Stock Award which shall have been so adjusted and such adjustment\n(whether or not such notice is given) shall be effective and binding for all\npurposes of the Plan.\n\n11.  PRIVILEGES OF STOCK OWNERSHIP\n\n     No Participant will have any rights of a stockholder with respect to any\nShares until the Shares are issued to the Participant.  After Shares, including\nRestricted Stock, are issued to the Participant, the Participant will be a\nstockholder and have all the rights of a stockholder with respect to such\nShares, including the right to vote and receive all dividends or other\ndistributions made or paid with respect to such Shares.\n\n12.  EXCHANGE AND BUYOUT OF AWARDS\n\n     The Board or its delegate may, at any time or from time to time, authorize\nthe Company, with the consent of the respective Participants, to issue new\nOptions or Restricted Stock Awards in exchange for the surrender and\ncancellation of any or all outstanding Options or Restricted Stock Awards to\noptionees who are not Insiders.  The Board or its delegate may at any time buy\nfrom a Participant an Option or Restricted Stock Award previously granted with\npayment in cash, Shares or other consideration, based on such terms and\nconditions as the Board or its delegate and the Participant may agree.\n\n13.  EFFECTIVE DATE OF THE PLAN\n\n     This Plan will become effective when adopted by the Board (the 'Effective\nDate').\n\n14.  AMENDMENT OF THE PLAN\n\n     (a)   The Board at any time, and from time to time, may amend the Plan.\n\n     (b)   Rights and obligations under any Option or Restricted Stock Award\ngranted before any amendment of the Plan shall not be altered or impaired by\namendment of the Plan, except with the consent of the person who holds the\nOption or Restricted Stock Award, which consent may be obtained in any manner\nthat the Board or its delegate deems appropriate.\n\n15.  REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF STOCK AND OPTIONS AND\n     RESTRICTED STOCK\n\n     An award under this Plan will not be effective unless such award is in\ncompliance with all applicable federal and state securities laws, rules and\nregulations of any governmental body, and the requirements of any stock exchange\nor automated quotation system upon which the Shares may then be listed or\nquoted, as they are in effect on the date of grant of the award and also on the\ndate of exercise or other issuance.  Notwithstanding any other provision in this\nPlan, the Company will have no obligation to issue or deliver certificates for\nShares under this Plan prior to: (a) obtaining any approvals from governmental\nagencies that the Company determines are necessary or advisable; and\/or (b)\ncompletion of any registration or other qualification of such Shares under any\nstate or federal law or ruling of any governmental body that the Company\n\n                                       11\n\n \ndetermines to be necessary or advisable. The Company will be under no\nobligation to register the Shares with the Securities and Exchange Commission\nor to effect compliance with the registration, qualification or listing\nrequirements of any state securities laws, stock exchange or automated\nquotation system, and the Company will have no liability for any inability or\nfailure to do so.\n\n16.  NO RIGHT TO EMPLOYMENT\n\n     Nothing in this Plan or in any Option or Restricted Stock Award shall be\ndeemed to confer on any employee any right to continue in the employ of the\nCompany or any Affiliate or to limit the rights of the Company or its\nAffiliates, which are hereby expressly reserved, to discharge an employee at any\ntime, with or without cause, or to adjust the compensation of any employee.\n\n17.  MISCELLANEOUS\n\n     The use of any masculine pronoun or similar term is intended to be without\nlegal significance as to gender.\n\n                                       12\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-38313","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\/38313","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=38313"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38313"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38313"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38313"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}