Exhibit 10.5(a)
ADVANCED MICRO DEVICES,
INC.
Outside Director Equity Compensation
Policy
Amended and Restated as of
February 12, 2009
1. General . This Outside
Director Equity Compensation Policy (the “Policy”) is
adopted by the Board of Directors (the “Board”) in
accordance with Section 12 of the Advanced Micro Devices, Inc.
2004 Equity Incentive Plan (the “Plan”). Capitalized
but undefined terms used herein shall have the meanings provided
for in the Plan.
2. Board Authority . Pursuant
to Section 12 of the Plan, the Board is responsible for
adopting a policy for the grant of Awards under the Plan to Outside
Directors (as defined therein), which policy is to include a
written, non-discretionary formula and also specify, with respect
to any such awards, the conditions on which such awards shall be
granted, become exercisable and/or payable, and expire, and such
other terms and conditions as the Board determines in its
discretion.
3. Equity Grants to Directors
.
(i) “Off-Cycle”
Initial Grant . On the date of an Outside Director’s
initial appointment to the Board that occurs other than on the date
of an annual meeting of the Company’s stockholders at which
Outside Directors are elected, such Outside Director shall be
granted, automatically and without necessity of any action by the
Board or any committee thereof, the number of Restricted Stock
Units, or RSUs, granted pursuant to this Policy to each Outside
Director at the immediately preceding annual meeting of the
Company’s stockholders (the “Initial RSU
Grant”).
(ii) Annual Grant . The
Board’s practice is to provide annual equity compensation
awards to its members the value of which is competitive with the
value of equity compensation awards provided to the members of
board of directors of other technology based global companies.
Based on analysis of competitive equity compensation grant
practices that the Board has reviewed, Outside Directors are
currently eligible to receive annual grants having a value equal to
$225,000, as follows: Provided that he or she has served as a
member of the Board continuously for at least six months prior to
such date, each Outside Director shall be granted, automatically
and without necessity of any action by the Board or any committee
thereof, the number of RSUs, equal to the lesser of (A) the
quotient of (i) $225,000 divided by (ii) the Average Fair
Market Value of a Share on the date of grant (rounded down to the
nearest whole number) under the Plan on the date of the annual
meeting of the Company’s stockholders where such Outside
Director is elected, beginning with the annual meeting of the
Company’s stockholders held in 2007 or (B) such number
of RSUs as the Board may determine based on such additional
criteria as the Board considers appropriate to evaluate in its sole
discretion, which criteria may include without limitation: business
conditions and/or Company performance, outside director
compensation practices at the Company’s then applicable peer
companies and advice from and consultation with the Company’s
outside compensation consultant (the “Annual RSU
Grant,” together with the Initial RSU Grants, the “RSU
Grants”)).
(iii) Average Fair Market
Value . For purposes of this Policy, “Average Fair Market
Value” means the average of the closing stock prices for the
Shares for the 180 day period immediately preceding and ending with
the date of grant of an Initial RSU Grant or Annual RSU
Grant.
4. Insufficient Shares .
Further, if there are insufficient Shares available under the Plan
for each Outside Director who is eligible to receive an RSU Grant
(as adjusted) in any year, the number of Shares subject to each RSU
Grant in such year shall equal the total number of available Shares
then remaining under the Plan divided by the number of Outside
Directors who are eligible to receive an RSU Grant on such date, as
rounded d
