Sign-On Stock Option Grant Notice



 Exhibit 10.5 
 Sign-On Stock Option 
 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. 
  

					
			
	Participant:	  	Rory P. Read	  	
			
	Grant Date:	  	August 25, 2011	  	
			
	Exercise Price per Share:	  	$6.37	  	
			
	Total Exercise Price:	  	$11,765,390.00	  	
			
	 Total Number of Shares
 Subject to the Option:
	  	1,847,000 shares	  	
			
	Expiration Date:	  	August 24, 2018	  	
			
	Type of Option:	  	 ̈ Incentive Stock Option	  	x Non-Qualified Stock Option

 Vesting Schedule: 
  

	 	(a)	Except as otherwise provided in (b) and (c) below: 

  

	 	(i)	on August 25, 2012, 615,666 Options shall vest; 

  

	 	(ii)	on August 25, 2013, 615,667 Options shall vest; and 

  

	 	(iii)	on August 25, 2014, the remaining 615,667 Options shall vest. 

  

	 	(b)	Except as otherwise provided in (c) below, in the event of a Covered Termination (as defined in the Participant’s Employment Agreement dated May 25,
2011, as it may be amended from time to time (the “Employment Agreement”)), all Options held by the Participant at the Date of Termination (as defined in the Employment Agreement) that would otherwise vest during the 24-month
period commencing on the Date of Termination if the Participant had continued his employment with the Company through the end of such 24-month period shall be deemed fully vested at such Date of Termination. 


 

	 	(c)	In the event of a Covered Termination within the period commencing with the public announcement of a transaction which results in a Change of Control (as defined in the
Employment Agreement) and ending 24 months after such Change of Control, all unvested Options held by the Participant at the Date of Termination shall be deemed fully vested at such Date of Termination. 


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. 








									
			
	ADVANCED MICRO DEVICES, INC.	 		 	PARTICIPANT
					
	By:	 	 /s/ Harry Wolin
	 		 	By:	 	 /s/ Rory P. Read

	Print Name:	 	Harry Wolin	 		 	Print Name:	 	Rory P. Read
	Title:	 	Senior VP General Counsel	 		 		 	
	Address:	 	7171 SW Parkway	 		 		 	
		 	B100	 		 		 	
		 	Austin, TX 78735	 		 		 	








 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 together with the Confirmation of Grant (the “Confirmation”), 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 







 
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. 







 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 and exercisable as to the number of Shares that would have otherwise become vested in the calendar year in which such leave of service commenced and (ii) if Participant is not 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 and exercisable as to the number of Shares that would
have otherwise become vested in the calendar year of such termination. 
 3.2 Duration of Exercisability. The
installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and
exercisable until it becomes unexercisable under Section 3.3 hereof. 
 3.3 Expiration of Option. The Option may not
be exercised to any extent by anyone after the first to occur of the following events: 
 (a) The Expiration Date set forth in
the Grant Notice, which shall in no event be more than seven years from the Grant Date; 
 (b) If this Option is designated as
an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, 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 expiration of five years from the Grant Date; 

(c) The expiration of three months from the date of Participant’s Termination of Services, unless such termination occurs by reason
of Participant’s death or Disability; provided, however, that if Participant is eligible for an extended period to exercise pursuant to the table below, the expiration period provided in this Section 3.3(c) shall be extended to such
applicable total period as is shown pursuant to the table below; 
 Extended Exercise Period 

If Participant is Not a VP or Company Officer 
  

					
	 Age at Termination
	  	 Years of Service
	  	 Total Exercise Period

	50 or more	  	15 years but less than 20 years	  	15*
	50 or more	  	20 or more years	  	27*
	If Participant Has Been a VP or Company Officer for at Least 90 Days	  	
	Less than 50	  	Any	  	12









					
	50 or more	  	Less than 15 years	  	12
	50 or more	  	15 years but less than 20 years	  	24*
	50 or more	  	20 or more years	  	36*

  

	*	If Participant leaves the Company to work for a competitor, this extension does not apply and Participant has the original three or twelve months to exercise.


 (d) The expiration of 12 months from the date of Participant’s Termination of Services by reason of
Participant’s death or Disability; provided, however, that if Participant is eligible for an extended period to exercise pursuant to the table below, the expiration period provided in this Section 3.3(d) shall be extended to such
applicable total period as is shown pursuant to the table below. 
 Extended Exercise Period 

If Participant is Not a VP or Company Officer 
  

					
	 Age at Termination
	  	 Years of Service
	  	 Total Exercise Period

	50 or more	  	15 years but less than 20 years	  	24*
	50 or more	  	20 or more years	  	36*
	If Participant Has Been a VP or Company Officer for at Least 90 Days	  	
	50 or more	  	15 years but less than 20 years	  	24*
	50 or more	  	20 or more years	  	36*

  

	*	If Participant leaves the Company to work for a competitor, this extension does not apply and Participant has the original twelve months to exercise.


 (e) In the event of a Covered Termination (as defined in the Employment Agreement), all vested options,
including those deemed fully vested as of the Date of Termination as provided in the Participant’s Grant Notice, shall become automatically exercisable for a period of one (1) year from the Date of Termination; provided, however,
that in no event shall any option remain exercisable beyond seven years from the Grant Date. 
 3.4 Special Tax
Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options, including the Option (if applicable),
are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of
the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined
under Section 422(d) of the Code and the Treasury Regulations thereunder. Participant acknowledges that an Incentive Stock Option exercised more than three months after Participant’s Termination of Employment, other than by reason of death
or Disability, will be taxed as a Non-Qualified Stock Option. 
 ARTICLE IV. 

EXERCISE OF OPTION 
 4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the
Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the
then applicable laws of descent and distribution. 
 4.2 Partial Exercise. Any exercisable portion of the Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. 







 4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such
portion thereof becomes unexercisable under Section 3.3 hereof: 
 (a) An exercise notice in a form specified by the
Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; 







 (b) The receipt by the Company of full payment for the Shares with respect to which the
Option or portion thereof is exercised, including payment of any applicable withholding tax, which shall be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4
hereof that is acceptable to the Company; 
 (c) Any other written representations as may be required in the
Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule or regulation; and 
 (d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or
persons to exercise the Option. 
 Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the
manner of exercise, which conditions may vary by country and which may be subject to change from time to time. 
 4.4 Method
of Payment. The Administrator shall determine the acceptable form of consideration for exercising the Option, including the method of payment. Such consideration, to the extent permitted by Applicable Laws, may consist of: 

(a) Check; 

(b) Other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for such
period of time as may be required by the Administrator in order to avoid adverse accounting consequences, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised; 
 (c) Broker-assisted cashless exercise; 

(d) Any combination of the foregoing methods of payment; or 
 (e) Such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 
 4.5 Conditions to Issuance of Stock Certificates. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or
issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion
thereof prior to fulfillment of all of the following conditions: 
 (a) The admission of such Shares to listing on all stock
exchanges on which such Stock is then listed; 







 (b) The completion of any registration or other qualification of such Shares under any state
or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; 

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; 
 (d) The receipt by the Company of full payment for such Shares,
including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and 
 (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience. 

4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of
the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company and held of record
by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 15(a) of the Plan. 
 ARTICLE V. 

OTHER PROVISIONS 
 5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other
interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. 







 5.2 Whole Shares. The Option may only be exercised for whole Shares. 

5.3 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in
any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right
therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether
such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no
effect, except to the extent that such disposition is permitted by the preceding sentence. 
 5.4 Binding Agreement.
Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

5.5 Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events
as provided in this Agreement and Section 15 of the Plan. 
 5.6 Notices. Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last
address reflected on the Company’s records. By a notice given pursuant to this Section 5.6, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to
Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.6. Any notice shall be deemed duly given when sent via
email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 

5.7 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of
this Agreement. 
 5.8 Governing Law. The laws of the State of Delaware shall govern the interpretation, validity,
administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 
 5.9 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the
Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations. 
 5.10 Amendments, Suspension and Termination. To the extent permitted by the Plan,
this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided, that, except as may otherwise be provided by the Plan, no amendment,
modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant. 







 5.11 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.3 hereof, this Agreement shall be
binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 
 5.12 Notification of
Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer
is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to Participant. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer. 
 5.13 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the
Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

5.14 Entire Agreement. The Plan, the Grant Notice, the Confirmation and this Agreement (including all Exhibits thereto) constitute
the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 

5.15 Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date
hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be subject to
Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this
Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt
from the application of Section 409A or to comply with the requirements of Section 409A. 
 5.16 Limitation on
Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed
as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any,
with respect to the Option, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof. 

5.17 Recovery in the Event of a Financial Restatement. In the event the Company is required to prepare an accounting restatement
due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Administrator will review all equity-based compensation (including the Option) awarded to Participants at the Senior Vice
President level and above. If the Administrator (in its sole discretion) determines that any such Participant was directly involved with fraud, misconduct and/or gross negligence that contributed to or resulted in such accounting restatement, the
Administrator may, to the extent permitted by governing law and as appropriate under the circumstances, recover for the benefit of the Company all or a portion of the equity-based compensation awarded to such Participant, including (without
limitation) by cancelation, forfeiture, repayment and/or disgorgement of profits realized from the sale of securities of the Company; provided, however, the Administrator will not have the authority to recover any equity-based compensation
awarded more than 18 months prior to the date of the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement. In








 
determining whether to seek recovery, the Administrator shall take into account such considerations as it deems appropriate, including governing law and whether the assertion of a recovery claim
may prejudice the interests of the Company in any related proceeding or investigation.