{"id":40556,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sign-on-performance-stock-option-grant-notice-amd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sign-on-performance-stock-option-grant-notice-amd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/sign-on-performance-stock-option-grant-notice-amd.html","title":{"rendered":"Sign-on Performance Stock Option Grant Notice – AMD"},"content":{"rendered":"

ADVANCED MICRO DEVICES, INC. <\/strong><\/p>\n

2004 EQUITY INCENTIVE PLAN <\/strong><\/p>\n

STOCK OPTION GRANT NOTICE <\/strong><\/p>\n

Advanced Micro Devices, a Delaware corporation (the
\n“Company<\/em><\/strong>“), pursuant to its 2004 Equity Incentive
\nPlan, as amended and restated (the “Plan<\/em><\/strong>“), hereby
\ngrants to the holder listed below (“Participant<\/em><\/strong>“), an
\noption to purchase the number of Shares (as defined in the Plan) set forth below
\n(the “Option<\/em><\/strong>“). This Option is subject to all of the
\nterms and conditions set forth herein and in the Stock Option Agreement attached
\nhereto as Exhibit A<\/u> (the “Stock Option
\nAgreement<\/em><\/strong>“) and the Plan, each of which are incorporated herein by
\nreference. Unless otherwise defined herein, the terms defined in the Plan shall
\nhave the same defined meanings in this Grant Notice and the Stock Option
\nAgreement.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Participant:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Rory P. Read<\/p>\n<\/td>\n

<\/td>\nGrant Date:<\/strong><\/td>\n<\/td>\n\n

August 25, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exercise Price per Share:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$6.37<\/p>\n<\/td>\n

<\/td>\nTotal Exercise Price:<\/strong><\/td>\n<\/td>\n\n

$4,707,430.00<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total Number of Shares<\/strong><\/p>\n

Subject to the Option:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

739,000 shares<\/p>\n<\/td>\n

<\/td>\nExpiration Date:<\/strong><\/td>\n<\/td>\n\n

August 24, 2018<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Type of Option:<\/strong><\/td>\n<\/td>\n\n

\u00a8 Incentive Stock Option<\/p>\n<\/td>\n

<\/td>\n\n

x Non-Qualified Stock Option<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Vesting Schedule: <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Except as otherwise provided in (b), (c), and (d) below:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

On August 25, 2012, 246,333 Options shall vest;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

on August 25, 2013, 246,333 Options shall vest; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

on August 25, 2014, the remaining 246,334 Options shall vest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Except as otherwise provided in (c) and (d) below, in the event of a Covered
\nTermination (as defined in the Participant’s Employment Agreement dated May 25,
\n2011, as it may be amended from time to time (the “Employment
\nAgreement<\/em><\/strong>“)), all Options held by the Participant at the Date of
\nTermination (as defined in the Employment Agreement) that would otherwise vest
\nduring the 24-month period commencing on the Date of Termination if the
\nParticipant had continued his employment with the Company through the end of
\nsuch 24-month period shall be deemed fully vested at such Date of Termination.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Except as otherwise provided in (d) below, no Options subject to this award
\nshall vest unless and until the volume weighted average of the closing prices of
\nthe Company’s common stock (“Common Stock<\/em><\/strong>“) over any
\n30-day period during the three (3) year period commencing on the Grant Date
\nequals $11.00 or more (the “Performance Target<\/em><\/strong>“). The
\nPerformance Target shall be proportionately adjusted for any increase or
\ndecrease in the number of issued shares of Common Stock resulting from a stock
\nsplit, reverse stock split, stock dividend, combination or reclassification of
\nthe Common Stock, or any other increase or decrease in the number of issued
\nshares of Common Stock effected without receipt of consideration by the Company;
\nprovided, however<\/em>, that conversion of any convertible securities of the
\nCompany shall not be deemed to have been “effected without receipt of
\nconsideration.” If the Performance Target is not satisfied during the three
\n(3) year period commencing on the Grant Date, all of the Options shall expire
\nand terminate and be forfeited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Notwithstanding any of the foregoing, in the event of a Covered Termination
\nwithin the period commencing with the public announcement of a transaction which
\nresults in a Change of Control (as defined in the Employment Agreement) and
\nending 24 months after such Change of Control, all unvested, unforfeited Options
\nheld by the Participant at the Date of Termination shall be deemed fully vested
\nat such Date of Termination; provided, however<\/em>, that no Options shall
\nvest as provided in this (d) unless the closing price of the Common Stock on the
\ntrading date immediately prior to the date of the consummation of such Change of
\nControl equals $11.00 or more.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

By his or her signature, Participant agrees to be bound by the terms and
\nconditions of the Plan, the Stock Option Agreement and this Grant Notice.
\nParticipant has reviewed the Stock Option Agreement, the Plan and this Grant
\nNotice in their entirety, has had an opportunity to obtain the advice of counsel
\nprior to executing this Grant Notice and fully understands all provisions of
\nthis Grant Notice, the Stock Option Agreement and the Plan. Participant hereby
\nagrees to accept as binding, conclusive and final all decisions or
\ninterpretations of the Administrator upon any questions arising under the Plan,
\nthis Grant Notice or the Stock Option Agreement.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ADVANCED MICRO DEVICES, INC.<\/strong>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\nPARTICIPANT<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Harry Wolin<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Rory P. Read<\/p>\n<\/td>\n<\/tr>\n

\n

Print Name:<\/p>\n<\/td>\n

<\/td>\n\n

Harry Wolin<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Print Name:<\/p>\n<\/td>\n

<\/td>\n\n

Rory P. Read<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior VP General Counsel<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n

7171 SW Parkway<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

B100<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Austin, TX 78735<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT A <\/strong><\/p>\n

TO STOCK OPTION GRANT NOTICE <\/strong><\/p>\n

STOCK OPTION AGREEMENT <\/strong><\/p>\n

Pursuant to the Stock Option Grant Notice (the “Grant
\nNotice<\/em><\/strong>“) to which this Stock Option Agreement (this
\n“Agreement<\/em><\/strong>“) is attached together with the
\nConfirmation of Grant (the “Confirmation<\/em><\/strong>“), Advanced
\nMicro Devices, Inc., a Delaware corporation (the
\n“Company<\/em><\/strong>“), has granted to Participant an option under
\nthe Company’s 2004 Equity Incentive Plan, as amended and restated (the
\n“Plan<\/em><\/strong>“), to purchase the number of Shares (as defined
\nin the Plan) indicated in the Grant Notice.<\/p>\n

ARTICLE I. <\/strong><\/p>\n

GENERAL <\/strong><\/p>\n

1.1 Defined Terms<\/u>. Wherever the following terms are used in this
\nAgreement they shall have the meanings specified below, unless the context
\nclearly indicates otherwise. Capitalized terms not specifically defined herein
\nshall have the meanings specified in the Plan and the Grant Notice.<\/p>\n

(a) “Administrator<\/em><\/strong>” shall mean the Board or any of
\nits delegates, including committees, administering the Plan, in accordance with
\nSection 4 of the Plan.<\/p>\n

(b) “Termination of Consultancy<\/em><\/strong>” shall mean the
\ntime when the engagement of Participant as a Consultant to the Company or a
\nSubsidiary is terminated for any reason, with or without cause, including, but
\nnot by way of limitation, by resignation, discharge, death, Disability or
\nretirement, but excluding: (a) terminations where there is a simultaneous
\nemployment or continuing employment of Participant by the Company or any
\nSubsidiary, and (b) terminations where there is a simultaneous re-establishment
\nof a consulting relationship or continuing consulting relationship between
\nParticipant and the Company or any Subsidiary. The Administrator, in its
\nabsolute discretion, shall determine the effect of all matters and questions
\nrelating to Termination of Consultancy, including, but not by way of limitation,
\nthe question of whether a particular leave of absence constitutes a Termination
\nof Consultancy. Notwithstanding any other provision of the Plan, the Company or
\nany Subsidiary has an absolute and unrestricted right to terminate a
\nConsultant’s service at any time for any reason whatsoever, with or without
\ncause, except to the extent expressly provided otherwise in writing.<\/p>\n

(c) “Termination of Directorship<\/em><\/strong>” shall mean the
\ntime when Participant, if he or she is or becomes an Independent Director,
\nceases to be a Director for any reason, including, but not by way of limitation,
\na termination by resignation, failure to be elected, death or retirement. The
\nBoard, in its sole and absolute discretion, shall determine the effect of all
\nmatters and questions relating to Termination of Directorship with respect to
\nIndependent Directors.<\/p>\n

(d) “Termination of Employment<\/em><\/strong>” shall mean the time
\nwhen the employee-employer relationship between Participant and the Company or
\nany Subsidiary is terminated for any reason, with or without cause, including,
\nbut not by way of limitation, a termination by resignation, discharge, death,
\nDisability or retirement; but excluding: (a) terminations where there is a
\nsimultaneous reemployment or continuing employment of Participant by the Company
\nor any Subsidiary, and (b) terminations where there is a simultaneous
\nestablishment of a consulting relationship or continuing consulting relationship
\nbetween Participant and the Company or any Subsidiary. The Administrator, in its
\nabsolute discretion, shall determine the effect of all matters and questions
\nrelating to Termination of Employment, including, but not by way of limitation,
\nthe question of whether a particular leave of<\/p>\n<\/p>\n

\n

absence constitutes a Termination of Employment; provided, however, that, if
\nthis Option is an Incentive Stock Option, unless otherwise determined by the
\nAdministrator in its discretion, a leave of absence, change in status from an
\nemployee to an independent contractor or other change in the employee-employer
\nrelationship shall constitute a Termination of Employment if, and to the extent
\nthat, such leave of absence, change in status or other change interrupts
\nemployment for the purposes of Section 422(a)(2) of the Code and the then
\napplicable regulations and revenue rulings under said Section.<\/p>\n

(e) “Termination of Services<\/em><\/strong>” shall mean
\nParticipant’s Termination of Consultancy, Termination of Directorship or
\nTermination of Employment, as applicable.<\/p>\n

1.2 Incorporation of Terms of Plan<\/u>. The Option is subject to the terms
\nand conditions of the Plan which are incorporated herein by reference. In the
\nevent of any inconsistency between the Plan and this Agreement, the terms of the
\nPlan shall control.<\/p>\n

ARTICLE II. <\/strong><\/p>\n

GRANT OF OPTION <\/strong><\/p>\n

2.1 Grant of Option<\/u>. In consideration of Participant’s past and\/or
\ncontinued employment with or service to the Company or a Subsidiary and for
\nother good and valuable consideration, effective as of the Grant Date set forth
\nin the Grant Notice (the “Grant Date<\/em><\/strong>“), the Company
\ngrants to Participant the Option to purchase any part or all of an aggregate of
\nthe number of Shares set forth in the Grant Notice, upon the terms and
\nconditions set forth in the Plan and this Agreement. Unless designated as a
\nNon-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive
\nStock Option to the maximum extent permitted by law.<\/p>\n

2.2 Exercise Price<\/u>. The exercise price of the shares of Stock subject
\nto the Option shall be as set forth in the Grant Notice, without commission or
\nother charge; provided<\/em>, however<\/em>, that the price per Share
\nsubject to the Option shall not be less than 100% of the Fair Market Value of a
\nShare on the Grant Date. Notwithstanding the foregoing, if this Option is
\ndesignated as an Incentive Stock Option and Participant owns (within the meaning
\nof Section 424(d) of the Code) more than 10% of the total combined voting power
\nof all classes of stock of the Company or any “subsidiary corporation” of the
\nCompany or any “parent corporation” of the Company (each within the meaning of
\nSection 424 of the Code), the price per Share subject to the Option shall not be
\nless than 110% of the Fair Market Value of a Share on the Grant Date.<\/p>\n

2.3 Consideration to the Company<\/u>. In consideration of the grant of the
\nOption by the Company, Participant agrees to render faithful and efficient
\nservices to the Company or any Subsidiary. Nothing in the Plan or this Agreement
\nshall confer upon Participant any right to continue in the employ or service of
\nthe Company or any Subsidiary or shall interfere with or restrict in any way the
\nrights of the Company and its Subsidiaries, which rights are hereby expressly
\nreserved, to discharge or terminate the services of Participant at any time for
\nany reason whatsoever, with or without cause, except to the extent expressly
\nprovided otherwise in a written agreement between the Company or a Subsidiary
\nand Participant.<\/p>\n<\/p>\n

\n

ARTICLE III. <\/strong><\/p>\n

PERIOD OF EXERCISABILITY <\/strong><\/p>\n

3.1 Commencement of Exercisability<\/u>.<\/p>\n

(a) Subject to Sections 3.2, 3.3, 5.10 and 5.15 hereof, the Option shall
\nbecome vested and exercisable in such amounts and at such times as are set forth
\nin the Grant Notice.<\/p>\n

(b) No portion of the Option which has not become vested and exercisable at
\nthe date of Participant’s Termination of Services shall thereafter become vested
\nand exercisable, except as may be otherwise provided by the Administrator or as
\nset forth in a written agreement between the Company and Participant; provided,
\nhowever, that (i) if Participant is on unpaid leave of absence, Participant has
\n15 years or more of service with the Company and Participant’s Termination of
\nService is due to Participant’s death or Disability, then the Option shall
\nbecome immediately vested and exercisable as to the number of Shares that would
\nhave otherwise become vested in the calendar year in which such leave of service
\ncommenced and (ii) if Participant is not on unpaid leave of absence, Participant
\nhas 15 years or more of service with the Company and Participant’s Termination
\nof Service is due to Participant’s death or Disability, then the Option shall
\nbecome immediately vested and exercisable as to the number of Shares that would
\nhave otherwise become vested in the calendar year of such termination.<\/p>\n

3.2 Duration of Exercisability<\/u>. The installments provided for in the
\nvesting schedule set forth in the Grant Notice are cumulative. Each such
\ninstallment which becomes vested and exercisable pursuant to the vesting
\nschedule set forth in the Grant Notice shall remain vested and exercisable until
\nit becomes unexercisable under Section 3.3 hereof.<\/p>\n

3.3 Expiration of Option<\/u>. The Option may not be exercised to any
\nextent by anyone after the first to occur of the following events:<\/p>\n

(a) The Expiration Date set forth in the Grant Notice, which shall in no
\nevent be more than seven years from the Grant Date;<\/p>\n

(b) If this Option is designated as an Incentive Stock Option and Participant
\nowned (within the meaning of Section 424(d) of the Code), at the time the Option
\nwas granted, more than 10% of the total combined voting power of all classes of
\nstock of the Company or any “subsidiary corporation” of the Company or any
\n“parent corporation” of the Company (each within the meaning of Section 424 of
\nthe Code), the expiration of five years from the Grant Date;<\/p>\n

(c) The expiration of three months from the date of Participant’s Termination
\nof Services, unless such termination occurs by reason of Participant’s death or
\nDisability; provided, however, that if Participant is eligible for an extended
\nperiod to exercise pursuant to the table below, the expiration period provided
\nin this Section 3.3(c) shall be extended to such applicable total period as is
\nshown pursuant to the table below;<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Extended Exercise Period<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
If Participant is Not a VP or Company
\nOfficer<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Age at Termination<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Years of Service<\/strong><\/p>\n<\/td>\n

<\/td>\nTotal Exercise Period<\/strong><\/td>\n<\/tr>\n
\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

15 years but less than 20 years<\/p>\n<\/td>\n

<\/td>\n\n

15*<\/p>\n<\/td>\n<\/tr>\n

\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

20 or more years<\/p>\n<\/td>\n

<\/td>\n\n

27*<\/p>\n<\/td>\n<\/tr>\n

\n

If Participant Has Been a VP or Company Officer for at Least 90
\nDays<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Less than 50<\/p>\n<\/td>\n

<\/td>\n\n

Any<\/p>\n<\/td>\n

<\/td>\n\n

12<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

Less than 15 years<\/p>\n<\/td>\n

<\/td>\n\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

15 years but less than 20 years<\/p>\n<\/td>\n

<\/td>\n\n

24*<\/p>\n<\/td>\n<\/tr>\n

\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

20 or more years<\/p>\n<\/td>\n

<\/td>\n\n

36*<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

If Participant leaves the Company to work for a competitor, this extension
\ndoes not apply and Participant has the original three or twelve months to
\nexercise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(d) The expiration of 12 months from the date of Participant’s Termination of
\nServices by reason of Participant’s death or Disability; provided, however, that
\nif Participant is eligible for an extended period to exercise pursuant to the
\ntable below, the expiration period provided in this Section 3.3(d) shall be
\nextended to such applicable total period as is shown pursuant to the table
\nbelow.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Extended Exercise Period<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
If Participant is Not a VP or Company
\nOfficer<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Age at Termination<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Years of Service<\/strong><\/p>\n<\/td>\n

<\/td>\nTotal Exercise Period<\/strong><\/td>\n<\/tr>\n
\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

15 years but less than 20 years<\/p>\n<\/td>\n

<\/td>\n\n

24*<\/p>\n<\/td>\n<\/tr>\n

\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

20 or more years<\/p>\n<\/td>\n

<\/td>\n\n

36*<\/p>\n<\/td>\n<\/tr>\n

\n

If Participant Has Been a VP or Company Officer for at Least 90
\nDays<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

15 years but less than 20 years<\/p>\n<\/td>\n

<\/td>\n\n

24*<\/p>\n<\/td>\n<\/tr>\n

\n

50 or more<\/p>\n<\/td>\n

<\/td>\n\n

20 or more years<\/p>\n<\/td>\n

<\/td>\n\n

36*<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

If Participant leaves the Company to work for a competitor, this extension
\ndoes not apply and Participant has the original twelve months to exercise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(e) In the event of a Covered Termination (as defined in the Employment
\nAgreement), all vested options, including those deemed fully vested as of the
\nDate of Termination as provided in the Participant’s Grant Notice, shall become
\nautomatically exercisable for a period of one (1) year from the Date of
\nTermination; provided, however<\/em>, that in no event shall any option
\nremain exercisable beyond seven years from the Grant Date.<\/p>\n

3.4 Special Tax Consequences<\/u>. Participant acknowledges that, to the
\nextent that the aggregate Fair Market Value (determined as of the time the
\nOption is granted) of all Shares with respect to which Incentive Stock Options,
\nincluding the Option (if applicable), are exercisable for the first time by
\nParticipant in any calendar year exceeds $100,000, the Option and such other
\noptions shall be Non-Qualified Stock Options to the extent necessary to comply
\nwith the limitations imposed by Section 422(d) of the Code. Participant further
\nacknowledges that the rule set forth in the preceding sentence shall be applied
\nby taking the Option and other “incentive stock options” into account in the
\norder in which they were granted, as determined under Section 422(d) of the Code
\nand the Treasury Regulations thereunder. Participant acknowledges that an
\nIncentive Stock Option exercised more than three months after Participant’s
\nTermination of Employment, other than by reason of death or Disability, will be
\ntaxed as a Non-Qualified Stock Option.<\/p>\n

ARTICLE IV. <\/strong><\/p>\n

EXERCISE OF OPTION <\/strong><\/p>\n

4.1 Person Eligible to Exercise<\/u>. During the lifetime of Participant,
\nonly Participant may exercise the Option or any portion thereof. After the death
\nof Participant, any exercisable portion of the Option may, prior to the time
\nwhen the Option becomes unexercisable under Section 3.3 hereof, be exercised by
\nParticipant’s personal representative or by any person empowered to do so under
\nthe deceased Participant’s will or under the then applicable laws of descent and
\ndistribution.<\/p>\n

4.2 Partial Exercise<\/u>. Any exercisable portion of the Option or the
\nentire Option, if then wholly exercisable, may be exercised in whole or in part
\nat any time prior to the time when the Option or portion thereof becomes
\nunexercisable under Section 3.3 hereof.<\/p>\n<\/p>\n

\n

4.3 Manner of Exercise<\/u>. The Option, or any exercisable portion
\nthereof, may be exercised solely by delivery to the Secretary of the Company (or
\nany third party administrator or other person or entity designated by the
\nCompany), during regular business hours, of all of the following prior to the
\ntime when the Option or such portion thereof becomes unexercisable under
\nSection 3.3 hereof:<\/p>\n

(a) An exercise notice in a form specified by the Administrator, stating that
\nthe Option or portion thereof is thereby exercised, such notice complying with
\nall applicable rules established by the Administrator;<\/p>\n<\/p>\n

\n

(b) The receipt by the Company of full payment for the Shares with respect to
\nwhich the Option or portion thereof is exercised, including payment of any
\napplicable withholding tax, which shall be made by deduction from other
\ncompensation payable to Participant or in such other form of consideration
\npermitted under Section 4.4 hereof that is acceptable to the Company;<\/p>\n

(c) Any other written representations as may be required in the
\nAdministrator’s reasonable discretion to evidence compliance with the Securities
\nAct or any other applicable law, rule or regulation; and<\/p>\n

(d) In the event the Option or portion thereof shall be exercised pursuant to
\nSection 4.1 hereof by any person or persons other than Participant, appropriate
\nproof of the right of such person or persons to exercise the Option.<\/p>\n

Notwithstanding any of the foregoing, the Company shall have the right to
\nspecify all conditions of the manner of exercise, which conditions may vary by
\ncountry and which may be subject to change from time to time.<\/p>\n

4.4 Method of Payment<\/u>. The Administrator shall determine the
\nacceptable form of consideration for exercising the Option, including the method
\nof payment. Such consideration, to the extent permitted by Applicable Laws, may
\nconsist of:<\/p>\n

(a) Check;<\/p>\n

(b) Other Shares which (A) in the case of Shares acquired upon exercise of an
\nOption, have been owned by the Participant for such period of time as may be
\nrequired by the Administrator in order to avoid adverse accounting consequences,
\nand (B) have a Fair Market Value on the date of surrender equal to the aggregate
\nexercise price of the Shares as to which said Option shall be exercised;<\/p>\n

(c) Broker-assisted cashless exercise;<\/p>\n

(d) Any combination of the foregoing methods of payment; or<\/p>\n

(e) Such other consideration and method of payment for the issuance of Shares
\nto the extent permitted by Applicable Laws.<\/p>\n

4.5 Conditions to Issuance of Stock Certificates<\/u>. The Shares
\ndeliverable upon the exercise of the Option, or any portion thereof, may be
\neither previously authorized but unissued shares of Stock or issued shares of
\nStock which have then been reacquired by the Company. Such shares of Stock shall
\nbe fully paid and nonassessable. The Company shall not be required to issue or
\ndeliver any Shares purchased upon the exercise of the Option or portion thereof
\nprior to fulfillment of all of the following conditions:<\/p>\n

(a) The admission of such Shares to listing on all stock exchanges on which
\nsuch Stock is then listed;<\/p>\n<\/p>\n

\n

(b) The completion of any registration or other qualification of such Shares
\nunder any state or federal law or under rulings or regulations of the Securities
\nand Exchange Commission or of any other governmental regulatory body, which the
\nAdministrator shall, in its absolute discretion, deem necessary or advisable;\n<\/p>\n

(c) The obtaining of any approval or other clearance from any state or
\nfederal governmental agency which the Administrator shall, in its absolute
\ndiscretion, determine to be necessary or advisable;<\/p>\n

(d) The receipt by the Company of full payment for such Shares, including
\npayment of any applicable withholding tax, which may be in one or more of the
\nforms of consideration permitted under Section 4.4 hereof; and<\/p>\n

(e) The lapse of such reasonable period of time following the exercise of the
\nOption as the Administrator may from time to time establish for reasons of
\nadministrative convenience.<\/p>\n

4.6 Rights as Stockholder<\/u>. The holder of the Option shall not be, nor
\nhave any of the rights or privileges of, a stockholder of the Company,
\nincluding, without limitation, voting rights and rights to dividends, in respect
\nof any Shares purchasable upon the exercise of any part of the Option unless and
\nuntil such Shares shall have been issued by the Company and held of record by
\nsuch holder (as evidenced by the appropriate entry on the books of the Company
\nor of a duly authorized transfer agent of the Company). No adjustment will be
\nmade for a dividend or other right for which the record date is prior to the
\ndate the Shares are issued, except as provided in Section 15(a) of the Plan.\n<\/p>\n

ARTICLE V. <\/strong><\/p>\n

OTHER PROVISIONS <\/strong><\/p>\n

5.1 Administration<\/u>. The Administrator shall have the power to
\ninterpret the Plan and this Agreement and to adopt such rules for the
\nadministration, interpretation and application of the Plan as are consistent
\ntherewith and to interpret, amend or revoke any such rules. All actions taken
\nand all interpretations and determinations made by the Administrator in good
\nfaith shall be final and binding upon Participant, the Company and all other
\ninterested persons. No member of the Committee or the Board shall be personally
\nliable for any action, determination or interpretation made in good faith with
\nrespect to the Plan, this Agreement or the Option.<\/p>\n<\/p>\n

\n

5.2 Whole Shares<\/u>. The Option may only be exercised for whole Shares.\n<\/p>\n

5.3 Option Not Transferable<\/u>. Subject to Section 4.1 hereof, the Option
\nmay not be sold, pledged, assigned or transferred in any manner other than by
\nwill or the laws of descent and distribution, unless and until the Shares
\nunderlying the Option have been issued, and all restrictions applicable to such
\nShares have lapsed. Neither the Option nor any interest or right therein shall
\nbe liable for the debts, contracts or engagements of Participant or his or her
\nsuccessors in interest or shall be subject to disposition by transfer,
\nalienation, anticipation, pledge, encumbrance, assignment or any other means
\nwhether such disposition be voluntary or involuntary or by operation of law by
\njudgment, levy, attachment, garnishment or any other legal or equitable
\nproceedings (including bankruptcy), and any attempted disposition thereof shall
\nbe null and void and of no effect, except to the extent that such disposition is
\npermitted by the preceding sentence.<\/p>\n

5.4 Binding Agreement<\/u>. Subject to the limitation on the
\ntransferability of the Option contained herein, this Agreement will be binding
\nupon and inure to the benefit of the heirs, legatees, legal representatives,
\nsuccessors and assigns of the parties hereto.<\/p>\n

5.5 Adjustments<\/u>. Participant acknowledges that the Option is subject
\nto adjustment, modification and termination in certain events as provided in
\nthis Agreement and Section 15 of the Plan.<\/p>\n

5.6 Notices<\/u>. Any notice to be given under the terms of this Agreement
\nto the Company shall be addressed to the Company in care of the Secretary of the
\nCompany at the Company’s principal office, and any notice to be given to
\nParticipant shall be addressed to Participant at Participant’s last address
\nreflected on the Company’s records. By a notice given pursuant to this
\nSection 5.6, either party may hereafter designate a different address for
\nnotices to be given to that party. Any notice which is required to be given to
\nParticipant shall, if Participant is then deceased, be given to the person
\nentitled to exercise his or her Option pursuant to Section 4.1 hereof by written
\nnotice under this Section 5.6. Any notice shall be deemed duly given when sent
\nvia email or when sent by certified mail (return receipt requested) and
\ndeposited (with postage prepaid) in a post office or branch post office
\nregularly maintained by the United States Postal Service.<\/p>\n

5.7 Titles<\/u>. Titles are provided herein for convenience only and are
\nnot to serve as a basis for interpretation or construction of this Agreement.\n<\/p>\n

5.8 Governing Law<\/u>. The laws of the State of Delaware shall govern the
\ninterpretation, validity, administration, enforcement and performance of the
\nterms of this Agreement regardless of the law that might be applied under
\nprinciples of conflicts of laws.<\/p>\n

5.9 Conformity to Securities Laws<\/u>. Participant acknowledges that the
\nPlan and this Agreement are intended to conform to the extent necessary with all
\nprovisions of the Securities Act and the Exchange Act and any and all
\nregulations and rules promulgated by the Securities and Exchange Commission
\nthereunder, and state securities laws and regulations. Notwithstanding anything
\nherein to the contrary, the Plan shall be administered, and the Option is
\ngranted and may be exercised, only in such a manner as to conform to such laws,
\nrules and regulations. To the extent permitted by applicable law, the Plan and
\nthis Agreement shall be deemed amended to the extent necessary to conform to
\nsuch laws, rules and regulations.<\/p>\n

5.10 Amendments, Suspension and Termination<\/u>. To the extent permitted
\nby the Plan, this Agreement may be wholly or partially amended or otherwise
\nmodified, suspended or terminated at any time or from time to time by the
\nCommittee or the Board; provided,<\/em> that, except as may otherwise be
\nprovided by the Plan, no amendment, modification, suspension or termination of
\nthis Agreement shall adversely affect the Option in any material way without the
\nprior written consent of Participant.<\/p>\n<\/p>\n

\n

5.11 Successors and Assigns<\/u>. The Company may assign any of its rights
\nunder this Agreement to single or multiple assignees, and this Agreement shall
\ninure to the benefit of the successors and assigns of the Company. Subject to
\nthe restrictions on transfer herein set forth in Section 5.3 hereof, this
\nAgreement shall be binding upon Participant and his or her heirs, executors,
\nadministrators, successors and assigns.<\/p>\n

5.12 Notification of Disposition<\/u>. If this Option is designated as an
\nIncentive Stock Option, Participant shall give prompt notice to the Company of
\nany disposition or other transfer of any shares of Stock acquired under this
\nAgreement if such disposition or transfer is made (a) within two years from the
\nGrant Date with respect to such shares of Stock or (b) within one year after the
\ntransfer of such shares of Stock to Participant. Such notice shall specify the
\ndate of such disposition or other transfer and the amount realized, in cash,
\nother property, assumption of indebtedness or other consideration, by
\nParticipant in such disposition or other transfer.<\/p>\n

5.13 Limitations Applicable to Section 16 Persons<\/u>. Notwithstanding any
\nother provision of the Plan or this Agreement, if Participant is subject to
\nSection 16 of the Exchange Act, the Plan, the Option and this Agreement shall be
\nsubject to any additional limitations set forth in any applicable exemptive rule
\nunder Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
\nthe Exchange Act) that are requirements for the application of such exemptive
\nrule. To the extent permitted by applicable law, this Agreement shall be deemed
\namended to the extent necessary to conform to such applicable exemptive rule.\n<\/p>\n

5.14 Entire Agreement<\/u>. The Plan, the Grant Notice, the Confirmation
\nand this Agreement (including all Exhibits thereto) constitute the entire
\nagreement of the parties and supersede in their entirety all prior undertakings
\nand agreements of the Company and Participant with respect to the subject matter
\nhereof.<\/p>\n

5.15 Section 409A<\/u>. This Option is not intended to constitute
\n“nonqualified deferred compensation” within the meaning of Section 409A of the
\nCode (together with any Department of Treasury regulations and other
\ninterpretive guidance issued thereunder, including without limitation any such
\nregulations or other guidance that may be issued after the date hereof,
\n“Section 409A<\/em><\/strong>“). However, notwithstanding any other
\nprovision of the Plan, the Grant Notice or this Agreement, if at any time the
\nAdministrator determines that the Option (or any portion thereof) may be subject
\nto Section 409A, the Administrator shall have the right in its sole discretion
\n(without any obligation to do so or to indemnify Participant or any other person
\nfor failure to do so) to adopt such amendments to the Plan, the Grant Notice or
\nthis Agreement, or adopt other policies and procedures (including amendments,
\npolicies and procedures with retroactive effect), or take any other actions, as
\nthe Administrator determines are necessary or appropriate either for the Option
\nto be exempt from the application of Section 409A or to comply with the
\nrequirements of Section 409A.<\/p>\n

5.16 Limitation on Participant’s Rights<\/u>. Participation in the Plan
\nconfers no rights or interests other than as herein provided. This Agreement
\ncreates only a contractual obligation on the part of the Company as to amounts
\npayable and shall not be construed as creating a trust. Neither the Plan nor any
\nunderlying program, in and of itself, has any assets. Participant shall have
\nonly the rights of a general unsecured creditor of the Company with respect to
\namounts credited and benefits payable, if any, with respect to the Option, and
\nrights no greater than the right to receive the Stock as a general unsecured
\ncreditor with respect to options, as and when exercised pursuant to the terms
\nhereof.<\/p>\n

5.17 Recovery in the Event of a Financial Restatement<\/u>. In the event
\nthe Company is required to prepare an accounting restatement due to the material
\nnoncompliance of the Company with any financial reporting requirement under the
\nsecurities laws, the Administrator will review all equity-based compensation
\n(including the Option) awarded to Participants at the Senior Vice President
\nlevel and above. If the Administrator (in its sole discretion) determines that
\nany such Participant was directly involved with fraud, misconduct and\/or gross
\nnegligence that contributed to or resulted in such accounting restatement, the
\nAdministrator may, to the extent permitted by governing law and as appropriate
\nunder the circumstances, recover for the benefit of the Company all or a portion
\nof the equity-based compensation awarded to such Participant, including (without
\nlimitation) by cancelation, forfeiture, repayment and\/or disgorgement of profits
\nrealized from the sale of securities of the Company; provided,
\nhowever<\/em>, the Administrator will not have the authority to recover any
\nequity-based compensation awarded more than 18 months prior to the date of the
\nfirst public issuance or filing with the Securities and Exchange Commission
\n(whichever first occurs) of the financial document embodying such financial
\nreporting requirement. In<\/p>\n<\/p>\n

\n

determining whether to seek recovery, the Administrator shall take into
\naccount such considerations as it deems appropriate, including governing law and
\nwhether the assertion of a recovery claim may prejudice the interests of the
\nCompany in any related proceeding or investigation.<\/p>\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-40556","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\/40556","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=40556"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40556"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40556"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40556"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}