Exhibit 10.3
TERMS AND CONDITIONS FOR
PARTICIPANTS LOCATED OUTSIDE 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 ”) and any
country-specific terms and conditions contained in the Appendix (as
described in Section 17, below), comprise your agreement (the
“ Agreement ”) with Advanced Micro
Devices, Inc. (the “ Company ”) regarding
the RSUs awarded under the Advanced Micro Devices, Inc. 2004 Equity
Incentive Plan (the “ Plan ”).
Capitalized terms not specifically defined herein shall have the
same meaning assigned to them in the Plan
1. Vesting of Restricted Stock
Units . The RSUs will vest on the date(s) shown on the
Confirmation of Grant of Restricted Stock Units provided that you
continue to be a Service Provider 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
Tax-Related Items obligations (see Section 5, below) and
subject to any country-specific terms and conditions set forth in
the Appendix.
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 status as a Service Provider
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 RSUs.
5. Responsibility for
Taxes . Regardless of any action the Company or your
employer (the “ Employer ”) takes with
respect to any or all income tax, social insurance, payroll tax,
payment on account or other tax-related items related to your
participation in the Plan and legally applicable to you (“
Tax-Related Items ”), you acknowledge that the
ultimate liability for all Tax-Related Items is and remains your
responsibility and may exceed the amount actually withheld by the
Company or the Employer. You further acknowledge that the Company
and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the RSUs, including, but not limited
to, the grant, vesting or settlement of the RSUs, the issuance of
Shares upon settlement of the RSUs, the subsequent sale of Shares
acquired pursuant to such issuance and the receipt of any dividends
and/or any dividend equivalents; and (2) do not commit to and
are under no obligation to structure the terms of the Award or any
aspect of the RSUs to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result. Further, if
you have become subject to tax in more than one jurisdiction
between the date of grant and the date of any relevant taxable
event, you acknowledge that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one
jurisdiction.
Prior to any relevant taxable or tax
withholding event, as applicable, you will pay or make adequate
arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their
discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the
following:
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(1)
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withholding
from your wages or other cash compensation paid to you by the
Company and/or the Employer; or
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(2)
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withholding
from proceeds of the sale of Shares acquired upon
vesting/settlement of the RSUs either through a voluntary sale or
through a mandatory sale arranged by the Company (on your behalf
pursuant to this authorization); or
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(3)
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withholding in
Shares to be issued upon vesting/settlement of the RSUs.
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To avoid negative accounting
treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation
for Tax-Related Items is satisfied by withholding in Shares, for
tax purposes, you are deemed to have been issued the full number of
Shares subject to the vested RSUs, notwithstanding that a number of
the Shares are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of your
participation in the Plan.
Finally, you shall pay to the
Company or the Employer any amount of Tax-Related Items that the
Company or the Employer may be required to withhold or account for
as a result of your participation in the Plan that cannot be
satisfied by the means previously described. The Company may refuse
to issue or deliver the Shares or the proceeds of the sale of
Shares, if you fail to comply with your obligations in connection
with the Tax-Related Items.
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6.
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Other
Terms and Conditions .
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a. The Plan . This Agreement
is further subject to the terms and provisions of the Plan. Only
certain provisions of the Plan are described in these Terms and
Conditions. As a condition to your receipt of the RSUs and the
Shares upon vesting, you acknowledge and agree to the terms and
conditions of the Agreement and the terms and provisions of the
Plan.
b. Stockholder Rights . Until
the Shares are issued, you have no right to vote or receive
dividends or any other rights as a stockholder with respect to the
RSUs.
c. Employment Relationship .
Nothing in the Agreement shall confer on you any right to continue
in the employ of your Employer nor shall interfere with or restrict
rights of your Employer, which are hereby expressly reserved, to
discharge you at any time, with or without cause provided in
compliance with applicable local laws.
d. Change of Control . If
your employment is terminated by your Employer for any reason other
than for Misconduct or, if applicable, by you as a result of a
Constructive Termination, within one year after a Change of
Control, then the Shares shall become fully vested upon the date of
termination.
e. Declination of RSUs . If
you wish to decline your RSUs, you must complete and file the
Declination of Grant form with Corporate Compensation and Benefits
by the deadline for such declination. Your declination is
non-revocable, and you will not receive a grant of stock options or
other compensation as replacement for the declined RSUs.
7. Nature of Grant .
In accepting the grant, you acknowledge that:
(a) the Plan is established
voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at
any time;
(b) the grant of the RSUs is
voluntary and occasional and does not create any contractual or
other right to receive future grants of RSUs, or benefits in lieu
of RSUs, even if RSUs have been granted repeatedly in the
past;
(c) all decisions with respect to
future RSU grants, if any, will be at the sole discretion of the
Company;
(d) your participation in the Plan
shall not create a right to further employment with the Employer
and shall not interfere with the ability of the Employer to
terminate your employment relationship at any time;
(e) you are voluntarily
participating in the Plan;
(f) the RSUs and the Shares subject
to the RSUs are an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the
Company or the Employer, and which is outside the scope of your
employment contract, if any;
(g) the RSUs and the Shares subject
to the RSUs are not intended to replace any pension rights or
compensation;
(h) the RSUs and the Shares subject
to the RSUs are not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating
any severance, resignation, termination, redundancy, dismissal, end
of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments and in no event
should be considered as compensation for, or relating in any way
to, past services for the Company, the Employer, its Parent, or any
Subsidiary or Affiliate of the Company;
(i) the RSU grant and your
participation in the Plan will not be interpreted to form an
employment contract or relationship with the Company, its Parent or
any Subsidiary or Affiliate of the Company;
(j) the future value of the
underlying Shares is unknown and cannot be predicted with
certainty;
(k) in consideration of the grant of
the RSUs, no claim or entitlement to compensation or damages shall
arise from forfeiture of the RSUs resulting from termination of
your employment with the Company or the Employer (for any reason
whatsoever and whether or not in breach of Applicable Laws) and you
irrevocably release the Company and the Employer
from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court
of competent jurisdiction to have arisen, you shall be deemed
irrevocably to have waived your entitlement to pursue such
claim;
(l) in the event of termination of
your employment (whether or not in breach of local labor laws),
your right to vest in the RSUs under the Plan, if any, will
terminate effective as of the date that you are no longer actively
employed and will not be extended by any notice period mandated
under applicable local laws ( e.g ., active employment would
not include a period of “garden leave” or similar
period pursuant to applicable local laws); the Administrator shall
have the exclusive discretion to determine when you are no longer
actively employed for purposes of your RSU grant; and
(m) the RSUs and the benefits under
the Plan, if any, will not automatically transfer to another
company in the case of a merger, take-over or transfer of
liability.
8. No Advice Regarding
Grant . The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations
regarding your participation in the Plan, or your acquisition or
sale of the underlying Shares. You are hereby advised to consult
with your own personal tax, legal and financial advisors regarding
your participation in the Plan before taking any action related to
the Plan.
9. Data Privacy . You
hereby explicitly and unambiguously consent to the collection, use
and transfer, in electronic or other form, of your personal data as
described in this Agreement and any other RSU Award Documentation
by and among, as applicable, the Employer, the Company, its Parent
or any Subsidiary or Affiliate for the exclusive purpose of
implementing, administering and managing your participation in the
Plan.
You understand that the
Company and the Employer may hold certain personal information
about you, including, but not limited to, your name, home address
and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any
Shares or directorships held in the Company, details of all RSUs or
any other entitlement to Shares awarded, canceled, exercised,
vested, unvested or outstanding in your favor, for the exclusive
purpose of implementing, administering and managing the Plan
(“Data”).
You understand that Data will
be transferred to a Company–designated Plan broker, or such
other stock plan service provider as may be selected by the Company
in the future, which is assisting the Company with the
implementation, administration and management of the Plan. You
understand that the recipients of the Data may be located in the
United States or elsewhere, and that the recipients’ country
(e.g., the United States) may have different data privacy laws and
protections than your country. You understand that you may request
a list with the names and addresses of any potential recipients of
the Data by contacting your local human resources representative.
You authorize the Company, its Plan broker and any other possible
recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to
receive, possess, use, retain and transfer the Data, in electronic
or other form, for the sole purpose of implementing, administering
and managing your participation in the Plan. You understand that
Data will be held only as long as is necessary to implement,
administer and manage your participation in the Plan. You
understand that you may, at any time, view Data, request additional
information about the storage and processing of
Data, require any necessary amendments to Data
or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing your local human resources
representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in
the Plan. For more information on the consequences of your refusal
to consent or withdrawal of consent, you understand that you may
contact your local human resources
representative.
10. Compliance with Laws and
Regulations . The issuance and transfer of the Shares will
be subject to and conditioned upon compliance by the Company and
you with all applicable state and federal laws and regulations and
with all applicable requirements of any stock exchange or automated
quotation system on which the Company’s Common Stock may be
listed or quoted at the time of such issuance or
transfer.
11. Successors and
Assigns . The Company may assign any of its rights under
the Agreement. The Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer contained herein, the Agreement will
be binding upon you and your heirs, executors, administrators,
legal representatives, successors and assigns.
12. Governing Law;
Severability . The Agreement shall be governed by and
construed in accordance with the internal laws of the State of
California as such laws are applied to agreements between
California residents entered into and to be performed entirely
within California, excluding that body of laws pertaining to
conflict of laws. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties
evidenced by this grant or the Agreement, the parties hereby submit
to and consent to the exclusive jurisdiction of the State of
California and agree that such litigation shall be conducted only
in the courts of Santa Clara County, California, or the federal
courts for the United States for the Northern District of
California, and no other courts, where this grant is made and/or to
be performed.
If any provision of the Agreement is
determined by a court of law to be illegal or unenforceable, in
whole or in part, that provision will be enforced to the maximum
extent possible and the other provisions will remain fully
effective and enforceable.
13. Further
Instruments . The parties agree to execute further
instruments and to take further actions as may be reasonably
necessary to carry out the purposes and intent of the
Agreement.
14. Language . If you
have received the Agreement or any other Award Documentation
translated into a language other than English and if the meaning of
the translated version is different than the English version, the
English version will control.
15. Electronic Delivery
. The Company may, in its sole discretion, decide to deliver
any documents related to current or future participation in the
Plan by electronic means. You hereby consent to receive such
documents by electronic delivery and agree to participate in the
Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the
Company.
16. Imposition of Other Requirements
. The Company reserves the right to impose other requirements
on your participation in the Plan, on the RSUs and on any Shares
acquired under the Plan, to the extent the Company determines it is
necessary or advisable in order to comply with Applicable Laws or
facilitate the administration of the Plan, and to require you to
sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
17. Headings . The
captions and headings of the Agreement are included for ease of
reference only and will be disregarded in interpreting or
construing the Agreement. All references herein to Sections will
refer to Sections of the Agreement.
18. Appendix .
Notwithstanding any provisions in the Award Documentation, the RSU
grant shall be subject to any special terms and conditions for your
country set forth in an Appendix to the Terms and Conditions.
Moreover, if you relocate to one of the countries included in the
Appendix, the special terms and conditions for such country will
apply to you, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable
in order to comply with local laws or facilitate the administration
of the Plan. The Appendix constitutes part of the
Agreement.
19. Entire Agreement .
The Plan, these Terms and Conditions, the Appendix and the
Confirmation of Grant of Restricted Stock Units constitute the
entire agreement and understanding of the parties with respect to
the subject matter of the Agreement, and supersede all prior
understandings and agreements, whether oral or written, between the
parties with respect to the specific subject matter
hereof.
APPENDIX
Terms and Conditions for
Participants Located Outside the U.S.
Restricted Stock Unit
Award
Advanced Micro Devices, Inc. 2004
Equity Incentive Plan
This Appendix to the Terms and
Conditions for Participants Located Outside the U.S. includes
additional terms and conditions that govern the grant RSUs in your
country. Capitalized terms not explicitly defined in this Appendix
have the definitions ascribed to them in the Advanced Micro
Devices, Inc. 2004 Equity Incentive Plan (the “
Plan ”) and/or the Terms and Conditions for
Participants Located Outside the U.S. (as applicable).
This Appendix also includes
information regarding exchange controls and certain other issues of
which you should be aware with respect to your participation in the
Plan. The information is based on the securities, exchange control
and other laws in effect in the respective countries as of December
2008. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that you not rely on the
information noted herein as the only source of information relating
to the consequences of your participation in the Plan because the
information may be out of date at vesting of the RSUs or the
subsequent sale of the Shares or receipt of any dividends or
dividend equivalents.
In addition, the information is
general in nature and may not apply to your particular situation,
and the Company is not in a position to assure you of any
particular result. Accordingly, you are advised to seek appropriate
professional advice as to how the relevant laws in your country may
apply to your situation.
Finally, if you are a citizen or
resident of a country other than the one in which you are currently
working, the information contained herein may not be applicable to
you.
ARGENTINA
Notifications
Securities Law
Information. Neither the
RSUs nor the issuance of Shares are publicly offered or listed on
any stock exchange in Argentina. The offer is private and not
subject to the supervision of any Argentine governmental
authority.
Exchange Control
Information . In the
event that you transfer proceeds in excess of US$2,000,000 from the
sale of Shares into Argentina in a single month, you will be
subject to certain exchange control laws. Please note that exchange
control regulations in Argentina are subject to frequent change.
You should consult with your personal legal advisor regarding any
exchange control obligations that you may have.
AUSTRALIA
Notifications
Securities Law
Information. If you
acquire Shares pursuant to the RSUs and you offer the Shares for
sale to a person or entity resident in Australia, the offer may be
subject to disclosure requirements under Australian law. You should
obtain legal advice on disclosure obligations prior to making any
such offer.
Exchange Control
Information. Exchange
control reporting is required for cash transactions exceeding
A$10,000 and international fund transfers. The Australian bank
assisting with the transaction will file the report. If there is no
Australian bank involved in the transfer, you will be required to
file the report.
BELGIUM
There are no country specific
provisions.
BRAZIL
Notifications
Exchange Control
Information. If you are a
resident or domiciled in Brazil, you will
