{"id":40557,"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-restricted-stock-unit-grant-notice-amd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sign-on-restricted-stock-unit-grant-notice-amd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/sign-on-restricted-stock-unit-grant-notice-amd.html","title":{"rendered":"Sign-on Restricted Stock Unit Grant Notice – AMD"},"content":{"rendered":"

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

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

RESTRICTED STOCK UNIT 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>“),
\nthis award of restricted stock units set forth below (the
\n“RSUs<\/em><\/strong>“). This award of RSUs is subject to all of the
\nterms and conditions set forth herein and in the Terms and Conditions for
\nParticipants Located in the U.S. Restricted Stock Unit Award (the
\n“Terms and Conditions<\/em><\/strong>“) and the Plan, each of which
\nare incorporated herein by reference. Unless otherwise defined herein, the terms
\ndefined in the Plan shall have the same defined meanings in this Grant Notice
\nand the Terms and Conditions.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

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

<\/td>\n\n

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

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

Grant Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

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

<\/td>\n<\/td>\n<\/tr>\n
Total Number of Restricted Stock Units:<\/strong><\/td>\n<\/td>\n\n

717,000 shares<\/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) and (c) 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, 239,000 RSUs 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, 239,000 RSUs 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 239,000 RSUs 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) 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 RSUs 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

In the event of a Covered Termination within the period commencing with the
\npublic announcement of a transaction which results in a Change of Control (as
\ndefined in the Employment Agreement) and ending 24 months after such Change of
\nControl, all unvested RSUs held by the Participant at the Date of Termination
\nshall be deemed fully vested at such Date of Termination.<\/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 Terms and Conditions and this Grant Notice.
\nParticipant has reviewed the Terms and Conditions, 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 Terms and Conditions 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 Terms and Conditions.<\/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
\n

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

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

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

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

<\/td>\n\n

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

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

Address:<\/p>\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

TERMS AND CONDITIONS FOR PARTICIPANTS LOCATED IN THE
\nU.S. <\/strong><\/p>\n

RESTRICTED STOCK UNIT AWARD <\/strong><\/p>\n

ADVANCED MICRO DEVICES, INC. 2004 EQUITY INCENTIVE
\nPLAN <\/strong><\/p>\n

The following Terms and Conditions, together with the accompanying Restricted
\nStock Unit Grant Notice (Grant Notice) and Confirmation of Grant of Restricted
\nStock Units (RSUs), comprise your agreement with Advanced Micro Devices, Inc.
\n(the Company) regarding the RSUs. In the event of a conflict between the Grant
\nNotice and the following Terms and Conditions, the Grant Notice shall control.\n<\/p>\n

1. Vesting of Shares Subject to Restricted Stock
\nUnits<\/u><\/strong>. The RSUs will vest on the date(s) shown on the Grant Notice
\nif you continue to perform the duties assigned to you by the Company’s
\nmanagement in a manner and with results satisfactory to the Company’s management
\nand remain an employee of the Company through each vesting date.<\/p>\n

2. Issuance of Shares.<\/u><\/strong> After the RSUs vest, the
\nshares will be issued in your name without restrictions as soon as practicable
\nafter you have satisfied withholding tax obligations (see paragraph 5(a),
\nbelow.)<\/p>\n

3. Nontransferability of Restricted Stock Units<\/u><\/strong>. The
\nRSUs may not be pledged, assigned, sold, or otherwise transferred.<\/p>\n

4. Forfeiture of Restricted Stock Units<\/u><\/strong>. If your
\nemployment with the Company terminates for any reason before the vesting date(s)
\nshown on the Grant Notice, your unvested RSUs will be cancelled and you will not
\nhave any right to receive shares of AMD common stock (Shares) pursuant to the
\nRSU.<\/p>\n

5. Other Terms and Conditions<\/u><\/strong>.<\/p>\n

a. Withholding Tax<\/u>. The RSUs will become taxable to you upon the date
\nthat the Shares vest (the Tax Date). On the Tax Date you will be required to pay
\nan amount to the Company to enable the Company to satisfy its obligation to
\nwithhold federal and state withholding taxes arising on the Tax Date. The
\nwithholding taxes must be paid by (i) cash from your account at the broker
\ndesignated by AMD (Designated Broker) for such purpose or (ii) the selling of
\nsufficient Shares on the Tax Date. If AMD in its sole discretion considers you
\nto be an “insider” and the vesting date of these RSUs falls outside of an open
\nstock trading window, unless otherwise determined by AMD you may have shares
\nwithheld to satisfy your minimum withholding tax obligations. If your election
\nto pay withholding taxes by cash is not received by the deadline for such
\nelection or if there is insufficient cash in your account at the Designated
\nBroker on the Tax Date to cover withholding tax obligations, you hereby
\nauthorize the Company to withhold from cash compensation otherwise payable to
\nyou or arrange for the sale or withhold a sufficient number of Shares from the
\ntotal number of Shares otherwise deliverable to you upon vesting to cover
\nminimum withholding tax obligations.<\/p>\n

b. The Plan<\/u>. This Agreement is further subject to the terms and
\nprovisions of the Advanced Micro Devices, Inc. 2004 Equity Incentive Plan (the
\nPlan). Only certain provisions of the Plan are described in these Terms and
\nConditions. As a condition to your receipt of the RSUs and the Shares upon
\nvesting, you acknowledge and agree to these Terms and Conditions and the terms
\nand provisions of the Plan. Capitalized terms which are not otherwise defined in
\nthese Terms and Conditions shall have the meanings assigned to them in the Plan.\n<\/p>\n

c. Stockholder Rights<\/u>. Until the Shares are issued, you have no right
\nto vote or receive dividends or any other rights as a stockholder exist with
\nrespect to the RSUs.<\/p>\n

d. Employment Relationship<\/u>. Nothing in these Terms and Conditions
\nshall confer on you any right to continue in the employ of the Company, or shall
\ninterfere with or restrict rights of the Company, which are hereby expressly
\nreserved, to discharge you at any time, with or without cause.<\/p>\n

e. Change of Control<\/u>. If your employment is terminated by the Company
\nfor any reason other than for Cause (as defined in the Employment Agreement) or,
\nif applicable, by you as a result of a Constructive Termination, within one year
\nafter a Change of Control, then the Shares shall become fully vested upon the
\ndate of termination.<\/p>\n

f. Declination of RSUs<\/u>. If you wish to decline your RSUs, you must
\ncomplete and file the Declination of Grant form with Corporate Compensation and
\nBenefits by the deadline for such declination. Your declination is
\nnon-revocable, and you will not receive a grant of stock options or other
\ncompensation as replacement for the declined RSUs.<\/p>\n<\/p>\n

\n

g. Recovery in the Event of a Financial Restatement<\/u>. In the event the
\nCompany 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 RSUs) awarded to you if you are at the Senior Vice President
\nlevel and above. If the Administrator (in its sole discretion) determines that
\nyou were directly involved with fraud, misconduct and\/or gross negligence that
\ncontributed to or resulted in such accounting restatement, the Administrator
\nmay, to the extent permitted by governing law and as appropriate under the
\ncircumstances, recover for the benefit of the Company all or a portion of the
\nequity-based compensation awarded to you, including (without limitation) by
\ncancelation, forfeiture, repayment and\/or disgorgement of profits realized from
\nthe sale of securities of the Company; provided, however<\/em>, the
\nAdministrator will not have the authority to recover any equity-based
\ncompensation awarded more than 18 months prior to the date of the first public
\nissuance or filing with the Securities and Exchange Commission (whichever first
\noccurs) of the financial document embodying such financial reporting
\nrequirement. In determining whether to seek recovery, the Administrator shall
\ntake into account such considerations as it deems appropriate, including
\ngoverning law and whether the assertion of a recovery claim may prejudice the
\ninterests of the Company in any related proceeding or investigation.<\/p>\n

6. Compliance with Laws and Regulations<\/u><\/strong>. The issuance
\nand transfer of the Shares will be subject to and conditioned upon compliance by
\nthe Company and you with all applicable state and federal laws and regulations
\nand with all applicable requirements of any stock exchange or automated
\nquotation system on which the Company’s Common Stock may be listed or quoted at
\nthe time of such issuance or transfer.<\/p>\n

7. Successors and Assigns<\/u><\/strong>. The Company may assign any
\nof its rights under these Terms and Conditions. These Terms and Conditions shall
\nbe binding upon and inure to the benefit of the successors and assigns of the
\nCompany. Subject to the restrictions on transfer contained herein, these Terms
\nand Conditions will be binding upon you and your heirs, executors,
\nadministrators, legal representatives, successors and assigns.<\/p>\n

8. Governing Law; Severability<\/u><\/strong>. These Terms and
\nConditions shall be governed by and construed in accordance with the internal
\nlaws of the State of California as such laws are applied to agreements between
\nCalifornia residents entered into and to be performed entirely within
\nCalifornia, excluding that body of laws pertaining to conflict of laws. If any
\nprovision of these Terms and Conditions is determined by a court of law to be
\nillegal or unenforceable, that provision will be enforced to the maximum extent
\npossible and the other provisions will remain fully effective and enforceable.\n<\/p>\n

9. Further Instruments<\/u><\/strong>. The parties agree to execute
\nfurther instruments and to take further actions as may be reasonably necessary
\nto carry out the purposes and intent of these Terms and Conditions.<\/p>\n

10. Headings<\/u><\/strong>. The captions and headings of these
\nTerms and Conditions are included for ease of reference only and will be
\ndisregarded in interpreting or construing these Terms and Conditions. All
\nreferences herein to Sections will refer to Sections of these Terms and
\nConditions.<\/p>\n

11. Entire Agreement<\/u><\/strong>. The Plan, these Terms and
\nConditions, the Grant Notice and the Confirmation of Grant of Restricted Stock
\nUnits constitute the entire agreement and understanding of the parties with
\nrespect to the subject matter of this these Terms and Conditions, and supersede
\nall prior understandings and agreements, whether oral or written, between the
\nparties with respect to the specific subject matter hereof.<\/p>\n<\/p>\n

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