EXHIBIT 10.1
U.S. Form
ADVANCED MICRO DEVICES,
INC.
2004 EQUITY INCENTIVE
PLAN
STOCK OPTION GRANT
NOTICE
Advanced Micro Devices, a Delaware
corporation (the “ Company ”), pursuant
to its 2004 Equity Incentive Plan, as amended and restated (the
“ Plan ”), hereby grants to the holder
listed below (“ Participant ”), an option
to purchase the number of Shares (as defined in the Plan) set forth
below (the “ Option ”). This Option is
subject to all of the terms and conditions set forth herein and in
the Stock Option Agreement attached hereto as Exhibit A (the
“ Stock Option Agreement ”) and the Plan,
each of which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Grant Notice and the Stock Option
Agreement.
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Participant:
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Grant
Date:
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Exercise
Price per Share:
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Total
Exercise Price:
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Total Number of Shares
Subject to the
Option:
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Expiration
Date:
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Type of
Option:
¨
Incentive
Stock Option
¨
Non-Qualified Stock
Option
Vesting Schedule:
[To
be specified in individual agreements]
By his or her signature, Participant
agrees to be bound by the terms and conditions of the Plan, the
Stock Option Agreement and this Grant Notice. Participant has
reviewed the Stock Option Agreement, the Plan and this Grant Notice
in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands
all provisions of this Grant Notice, the Stock Option Agreement and
the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan, this Grant
Notice or the Stock Option Agreement.
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ADVANCED
MICRO DEVICES, INC.
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PARTICIPANT
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By:
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By:
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Print
Name:
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Print
Name:
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Title:
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Address:
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Address:
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EXHIBIT A
TO STOCK OPTION GRANT
NOTICE
STOCK OPTION
AGREEMENT
Pursuant to the Stock Option Grant
Notice (the “ Grant Notice ”) to which
this Stock Option Agreement (this “ Agreement
”) is attached, Advanced Micro Devices, Inc., a Delaware
corporation (the “ Company ”), has
granted to Participant an option under the Company’s 2004
Equity Incentive Plan, as amended and restated (the “
Plan ”), to purchase the number of Shares (as
defined in the Plan) indicated in the Grant Notice.
ARTICLE I.
GENERAL
1.1 Defined Terms . Wherever
the following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan and the Grant
Notice.
(a) “
Administrator ” shall mean the Board or any of
its delegates, including committees, administering the Plan, in
accordance with Section 4 of the Plan.
(b) “ Termination of
Consultancy ” shall mean the time when the engagement
of Participant as a Consultant to the Company or a Subsidiary is
terminated for any reason, with or without cause, including, but
not by way of limitation, by resignation, discharge, death,
Disability or retirement, but excluding: (a) terminations
where there is a simultaneous employment or continuing employment
of Participant by the Company or any Subsidiary, and
(b) terminations where there is a simultaneous
re-establishment of a consulting relationship or continuing
consulting relationship between Participant and the Company or any
Subsidiary. The Administrator, in its absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of
limitation, the question of whether a particular leave of absence
constitutes a Termination of Consultancy. Notwithstanding any other
provision of the Plan, the Company or any Subsidiary has an
absolute and unrestricted right to terminate a Consultant’s
service at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in
writing.
(c) “ Termination of
Directorship ” shall mean the time when Participant,
if he or she is or becomes an Independent Director, ceases to be a
Director for any reason, including, but not by way of limitation, a
termination by resignation, failure to be elected, death or
retirement. The Board, in its sole and absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent
Directors.
(d) “ Termination of
Employment ” shall mean the time when the
employee-employer relationship between Participant and the Company
or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by
resignation, discharge, death, Disability or retirement; but
excluding: (a) terminations where there is a simultaneous
reemployment or continuing employment of Participant by the Company
or any Subsidiary, and (b) terminations where there is a
simultaneous establishment of a consulting relationship or
continuing consulting relationship between Participant and the
Company or any Subsidiary. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of
limitation, the question of whether a particular leave
of
A-1
absence constitutes a Termination of Employment;
provided, however, that, if this Option is an Incentive Stock
Option, unless otherwise determined by the Administrator in its
discretion, a leave of absence, change in status from an employee
to an independent contractor or other change in the
employee-employer relationship shall constitute a Termination of
Employment if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then
applicable regulations and revenue rulings under said
Section.
(e) “ Termination of
Services ” shall mean Participant’s Termination
of Consultancy, Termination of Directorship or Termination of
Employment, as applicable.
1.2 Incorporation of Terms of
Plan . The Option is subject to the terms and conditions of the
Plan which are incorporated herein by reference. In the event of
any inconsistency between the Plan and this Agreement, the terms of
the Plan shall control.
ARTICLE II.
GRANT OF OPTION
2.1 Grant of Option . In
consideration of Participant’s past and/or continued
employment with or service to the Company or a Subsidiary and for
other good and valuable consideration, effective as of the Grant
Date set forth in the Grant Notice (the “ Grant
Date ”), the Company grants to Participant the Option
to purchase any part or all of an aggregate of the number of Shares
set forth in the Grant Notice, upon the terms and conditions set
forth in the Plan and this Agreement. Unless designated as a
Non-Qualified Stock Option in the Grant Notice, the Option shall be
an Incentive Stock Option to the maximum extent permitted by
law.
2.2 Exercise Price . The
exercise price of the shares of Stock subject to the Option shall
be as set forth in the Grant Notice, without commission or other
charge; provided , however , that the price per Share
subject to the Option shall not be less than 100% of the Fair
Market Value of a Share on the Grant Date. Notwithstanding the
foregoing, if this Option is designated as an Incentive Stock
Option and Participant owns (within the meaning of
Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any
“subsidiary corporation” of the Company or any
“parent corporation” of the Company (each within the
meaning of Section 424 of the Code), the price per Share
subject to the Option shall not be less than 110% of the Fair
Market Value of a Share on the Grant Date.
2.3 Consideration to the
Company . In consideration of the grant of the Option by the
Company, Participant agrees to render faithful and efficient
services to the Company or any Subsidiary. Nothing in the Plan or
this Agreement shall confer upon Participant any right to continue
in the employ or service of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and
its Subsidiaries, which rights are hereby expressly reserved, to
discharge or terminate the services of Participant at any time for
any reason whatsoever, with or without cause, except to the extent
expressly provided otherwise in a written agreement between the
Company or a Subsidiary and Participant.
A-2
ARTICLE III.
PERIOD OF
EXERCISABILITY
3.1 Commencement of
Exercisability .
(a) Subject to Sections 3.2, 3.3,
5.10 and 5.15 hereof, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in
the Grant Notice.
(b) No portion of the Option which
has not become vested and exercisable at the date of
Participant’s Termination of Services shall thereafter become
vested and exercisable, except as may be otherwise provided by the
Administrator or as set forth in a written agreement between the
Company and Participant; provided, however, that (i) if
Participant is on unpaid leave of absence, Participant has 15 years
or more of service with the Company and Participant’s
Termination of Service is due to Participant’s death or
Disability, then the Option shall become immediately
vested
