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EXHIBIT
10.4
TERMS AND CONDITIONS FOR
PARTICIPANTS LOCATED IN THE U.S.
RESTRICTED STOCK UNIT
AWARD
ADVANCED MICRO DEVICES,
INC. 2004 EQUITY INCENTIVE PLAN
The following Terms and Conditions,
together with the accompanying Confirmation of Grant of Restricted
Stock Units (RSUs), comprise your agreement with Advanced Micro
Devices, Inc. (the Company) regarding the RSUs.
1. Vesting of Shares Subject to
Restricted Stock Units . The RSUs will vest on the date(s)
shown on the Confirmation of Grant of Restricted Stock Units if you
continue to perform the duties assigned to you by the
Company’s management in a manner and with results
satisfactory to the Company’s management and remain an
employee of the Company through each vesting date.
2. Issuance of Shares.
After the RSUs vest, the shares will be issued in your name without
restrictions as soon as practicable after you have satisfied
withholding tax obligations (see paragraph 5 (a),
below.)
3. Nontransferability of
Restricted Stock Units . The RSUs may not be pledged,
assigned, sold, or otherwise transferred.
4. Forfeiture of Restricted Stock
Units . If your employment with the Company terminates for
any reason before the vesting date(s) shown on the Confirmation of
Grant of Restricted Stock Units, your unvested RSUs will be
cancelled and you will not have any right to receive shares of AMD
common stock (Shares) pursuant to the RSU.
5. Other Terms and
Conditions .
a. Withholding Tax .
The RSUs will become taxable to you upon the date that the Shares
vest (the Tax Date). On the Tax Date you will be required to pay an
amount to the Company to enable the Company to satisfy its
obligation to withhold federal and state withholding taxes arising
on the Tax Date. The withholding taxes must be paid by
(i) cash from your account at the broker designated by AMD
(Designated Broker) for such purpose or (ii) the selling of
sufficient Shares on the Tax Date. If AMD in its sole discretion
considers you to be an “insider” and the vesting date
of these RSUs falls outside of an open stock trading window, unless
otherwise determined by AMD you may have shares withheld to satisfy
your minimum withholding tax obligations. If your election to pay
withholding taxes by cash is not received by the deadline for such
election or if there is insufficient cash in your account at the
Designated Broker on the Tax Date to cover withholding tax
obligations, you hereby authorize the Company to withhold from cash
compensation otherwise payable to you or arrange for the sale or
withhold a sufficient number of Shares from the total number of
Shares otherwise d
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