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Exhibit
10.5
ADVANCED MICRO DEVICES,
INC.
Outside Director Equity
Compensation Policy
Adopted March 22,
2006
Amended and Restated as of
May 3, 2007 and November 1, 2007
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 .
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 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
(the “Annual RSU Grant,” together with the Initial RSU
Grants, the “RSU Grants”)) 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. For purposes of
determining the number of RSUs of the RSU Grant for 2007, each
Outside Director shall be deemed to have been granted 10,000 RSUs
as the RSU Grant for 2006. In the event that the number of RSUs of
an RSU Grant in a current year is increased by more than 25% of the
number of RSUs granted pursuant to the RSU Grant in the previous
year, the number of RSUs granted in the current year shall be equal
to the product of (i) the number of RSUs granted pursuant to
the previous year’s RSU Grant and (ii) 125%. In the
event that the number of RSUs of an RSU Grant in a current year is
decreased by more than 25% of the number of RSUs granted pursuant
to the RSU Grant in the previous year, the number of RSUs granted
in current year shall be equal to the product of (i) the
number of RSUs granted pursuant to the previous year’s Annual
RSU and (ii) 75%.
(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 down to avoid fractional
Shares.
5. Vesting . Each
RS
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