AMD 2000 Stock Incentive Plan, as amended



 Exhibit 10.12 
  
 ADVANCED MICRO DEVICES, INC. 
 2000 STOCK INCENTIVE PLAN 
  
 1. PURPOSE 
  
 The purpose of
this Plan is to encourage key personnel and advisors whose long-term service is considered essential to the Company’s continued progress, to remain in the service of the Company or its Affiliates. By means of the Plan, the Company also seeks to
attract new key employees and advisors whose future services are necessary for the continued improvement of operations. The Company intends future increases in the value of securities granted under this Plan to form part of the compensation for
services to be rendered by such persons in the future. It is intended that this purpose will be affected through the granting of Options. 
  
 2. DEFINITIONS 
  
 The terms defined in this Section 2 shall have the respective meanings set forth herein, unless the context otherwise requires. 
  
 (a) “Affiliate” The term
“Affiliate” shall mean any corporation, partnership, joint venture or other entity in which the Company holds an equity, profits or voting interest of thirty percent (30%) or more. 
  
 (b) “Board” The term “Board”
shall mean the Company’s Board of Directors or its delegate as set forth in Section 3(d) below. 
  
 (c) “Change of Control” Unless otherwise defined in a Participant’s employment agreement, the term “Change
of Control” shall be deemed to mean any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or any of its Affiliates) representing more than 20% of either the then
outstanding shares of the Common Stock of the Company or the combined voting power of the Company’s then outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted
the Board and any new director (other than a director designated by a person who has entered into an agreement or arrangement with the Company to effect a transaction described in clause (i) or (ii) of this sentence) whose appointment, election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose appointment, election or
nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (iii) there is consummated a merger or consolidation of the Company or subsidiary thereof with or into any other corporation, other
than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities which represent immediately after such merger or consolidation more than 50% of the
combined voting power of the voting securities of either the Company or the other entity which survives such merger or consolidation or the parent of the entity which survives such merger or consolidation; or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company or there is consummated the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity, at least 80% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing (i) unless otherwise provided in a Participant’s employment agreement, no “Change of Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions
immediately following which the record holders of the Common Stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (ii) unless otherwise provided in a Participant’s employment agreement, “Change of Control” shall exclude the
acquisition of securities representing more than 20% of either the then outstanding shares of the Common Stock of the Company or the 








 
combined voting power of the Company’s then outstanding voting securities by the Company or any of its wholly owned subsidiaries, or any trustee or
other fiduciary holding securities of the Company under an employee benefit plan now or hereafter established by the Company. 
  
 (d) “Code” The term “Code” shall mean the Internal Revenue Code of 1986, as amended to date and as it may
be amended from time to time. 
  
 (e)
“Company” The term “Company” shall mean Advanced Micro Devices, Inc., a Delaware corporation. 
  
 (f) “Constructive Termination” The term “Constructive Termination” shall mean a resignation by a
Participant who has been elected by the Board as a corporate officer of the Company due to diminution or adverse change in the circumstances of such Participant’s employment with the Company, as determined in good faith by the Participant;
including, without limitation, reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of employment. Constructive Termination shall be communicated by written notice to the Company, and such
termination shall be deemed to occur on the date such notice is delivered to the Company. 
  
 (g) “Fair Market Value per Share” The term “Fair Market Value per Share” shall mean as of any day (i) the closing price for Shares on the New York Stock Exchange as
reported in The Wall Street Journal on the day as of which such determination is being made or, if there was no sale of Shares reported in The Wall Street Journal on such day, on the most recently preceding day on which there was such a sale, or
(ii) if the Shares are not listed or admitted to trading on the New York Stock Exchange on the day as of which the determination is made, the amount determined by the Board or its delegate to be the fair market value of a Share on such day.

  
 (h) “Insider” The term
“Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act. 
  
 (i) “Option” The term “Option” shall mean a nonstatutory stock option
granted under this Plan. 
  
 (j)
“Participant” The term “Participant” shall mean any person who holds an Option granted under this Plan. 
  
 (k) “Plan” The term “Plan” shall mean this Advanced Micro Devices, Inc. 2000 Stock Incentive Plan, as
amended from time to time. 
  
 (l)
“Shares” The term “Shares” shall mean shares of Common Stock of the Company and any shares of stock or other securities received as a result of the adjustments provided for in Section 9 of this Plan.

  
 3. ADMINISTRATION 
  
 (a) The Board, whose authority shall be plenary, shall administer the Plan
and may delegate part or all of its administrative powers with respect to part or all of the Plan pursuant to Section 3(d). 
  
 (b) The Board or its delegate shall have the power, subject to and within the limits of the express provisions of the Plan: 
  
 (1) To grant Options pursuant to the Plan. 
  
 (2) To determine from time to time which of the eligible
persons shall be granted Options under the Plan, the number of Shares for which each Option shall be granted, the term of each granted Option and the time or times during the term of each Option within which all or portions of each Option may be
exercised (which at the discretion of the Board or its delegate may be accelerated.) 
  

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 (3) To prescribe the terms and provisions of each Option granted (which need not be
identical) and the form of written instrument that shall constitute the Option agreement. 
  
 (4) To take appropriate action to amend any Option hereunder, including to amend the vesting schedule of any outstanding Option, provided
that no such action adverse to a Participant’s interest may be taken by the Board or its delegate without the written consent of the affected Participant. 
  

(5) To determine whether and under what circumstances an Option may be settled in cash or Shares. 
  
 (c) The Board or its delegate shall also have the power, subject to and
within the limits of the express provisions of this Plan: 
  
 (1) To construe and interpret the Plan and Options granted under the Plan, and to establish, amend and revoke rules and regulations for administration of the Plan. The Board or its delegate, in the exercise of this
power, shall generally determine all questions of policy and expediency that may arise and may correct any defect, omission or inconsistency in the Plan or in any Option agreement in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective. 
  
 (2) Generally,
to exercise such powers and to perform such acts as are deemed necessary or expedient to promote the best interests of the Company. 
  
 (d) The Board may, by resolution, delegate administration of the Plan (including, without limitation, the Board’s powers under Sections 3(b) and (c)
above), under either or both of the following: 
  
 (1) with respect to the participation of or granting of Options to an employee, consultant or advisor, to a committee of one or more members of the Board; 
  
 (2) with respect to matters other than the selection for participation in the Plan, substantive decisions
concerning the timing, pricing, amount or other material term of an Option, to a committee of one or more members of the Board. 
  
 (e) The Board shall have complete discretion to determine the composition, structure, form, term and operations of any committee established to administer
the Plan. If administration is delegated to a committee, unless the Board otherwise provides, the committee shall have, with respect to the administration of the Plan, all of the powers and discretion theretofore possessed by the Board and delegable
to such committee, subject to any constraints which may be adopted by the Board from time to time and which are not inconsistent with the provisions of the Plan. The Board at any time may revest in the Board any of its administrative powers under
the Plan. 
  
 (f) The determinations of the Board or its delegate
shall be conclusive and binding on all persons having any interest in this Plan or in any awards granted hereunder. 
  
 4. SHARES SUBJECT TO PLAN 
  
 Subject to the provisions of Section 9 (relating to adjustments upon changes in capitalization), (i) the Shares which may be available for issuance of
Options under the Plan shall not exceed in the aggregate 23,000,000 Shares of the Company’s authorized Common Stock and (ii) the Shares which may be available for issuance of Options that are issued at below Fair Market Value per Share under
the Plan shall not exceed in the aggregate 2,500,000 Shares of the Company’s authorized Common Stock. In each case, the Shares of the Company’s Common Stock may be unissued Shares or reacquired Shares or Shares bought on the market for the
purposes of issuance under the Plan. If any Options granted under the Plan shall for any reason be forfeited or canceled, terminate or expire, the Shares subject to such Options shall be available again for the purposes of the Plan. Shares which are
delivered or withheld from the Shares otherwise due on exercise of an Option shall become available for future awards under the Plan. Shares that have actually been issued under the Plan upon exercise of an Option that are no longer subject to

  

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forfeiture shall not in any event be returned to the Plan and shall not become available for future awards under the Plan. 
  
 5. ELIGIBILITY 
  
 All Options issued under the Plan shall be nonqualified stock options.
Options may be granted only to full or part-time employees, officers, consultants and advisors of the Company and/or of any Affiliate; provided that such consultants and advisors render bona fide services not in connection with the offer and
sale of securities in a capital-raising transaction. Options awarded to Insiders may not exceed in the aggregate forty-five (45%) percent of all Shares that are available for grant under the Plan and employees of the Company who are not Insiders
must receive at least fifty (50%) percent of all Shares that are available for grant under the Plan. Options that are issued to Insiders at below Fair Market Value per Share may not exceed in the aggregate forty-five percent (45%) of all Shares that
are available to grant at below Fair Market Value per Share under the Plan and employees of the Company who are not Insiders must receive a least fifty percent (50%) of such Options. Any Participant may hold more than one Option at any time;
provided that the maximum number of shares which are subject to Options granted to any individual shall not exceed in the aggregate three million (3,000,000) Shares over the full ten-year life of the Plan. 
  
 6. TERMS OF STOCK OPTIONS 
  
 Each Option agreement shall be in such form and shall contain such terms and
conditions as the Board, or its delegate, from time to time shall deem appropriate, subject to the following limitations: 
  
 (a) The term of any Option shall not be greater than ten (10) years and one day from the date it was granted. 
  
 (b) Options may be granted at an exercise price that is not less than the par
value per Share of the Shares at the time an Option is granted. 
  
 (c) Unless otherwise specified in the Option agreement, no Option shall be transferable otherwise than by will, pursuant to the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules thereunder. 
  
 (d) Except as otherwise provided in paragraph (e) of this Section 6 or in a Participant’s employment agreement, the rights of a Participant to exercise an Option shall be limited as follows: 
  
 (1) DEATH OR DISABILITY: If a Participant’s service is
terminated by death or disability, then the Participant or the Participant’s estate, or such other person as may hold the Option, as the case may be, shall have the right for a period of twelve (12) months following the date of death or
disability, or for such other period as the Board may fix, to exercise the Option to the extent the Participant was entitled to exercise such Option on the date of his death or disability, or to such extent as may otherwise be specified by the Board
(which may so specify after the date of his death or disability but before expiration of the Option), provided the actual date of exercise is in no event after the expiration of the term of the Option. A Participant’s estate shall mean his
legal representative or any person who acquires the right to exercise an Option by reason of the Participant’s death or disability. 
  
 (2) MISCONDUCT: If a Participant is determined by the Board to have committed an act of theft, embezzlement, fraud, dishonesty, a breach
of fiduciary duty to the Company (or Affiliate), or deliberate disregard of the rules of the Company (or Affiliate), or if a Participant makes any unauthorized disclosure of any of the trade secrets or confidential information of the Company (or
Affiliate), engages in any conduct which constitutes unfair competition with the Company (or Affiliate), induces any customer of the Company (or Affiliate) to break any contract with the Company (or Affiliate), or induces any principal for whom the
Company (or Affiliate) acts as agent to terminate such agency relationship, then, unless otherwise provided in a Participant’s employment agreement, neither the Participant, the Participant’s estate nor such other person who may then hold
the Option shall be entitled to exercise any Option with respect to 
  

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any Shares whatsoever, after termination of service, whether or not after termination of service the Participant may receive payment from the Company (or
Affiliate) for vacation pay, for services rendered prior to termination, for services rendered for the day on which termination occurs, for salary in lieu of notice, or for any other benefits. In making such determination, the Board shall give the
Participant an opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, unless otherwise provided in a Participant’s employment agreement, termination of service shall be deemed to occur on the date when
the Company dispatches notice or advice to the Participant that his service is terminated. 
  
 (3) TERMINATION FOR OTHER REASONS: If a Participant’s service is terminated for any reason other than those mentioned above under
“DEATH OR DISABILITY” or “MISCONDUCT,” the Participant, the Participant’s estate, or such other person who may then hold the Option may, within three months following such termination, or within such longer period as the
Board may fix, exercise the Option to the extent such Option was exercisable by the Participant on the date of termination of his employment or service, or to the extent otherwise specified by the Board (which may so specify after the date of the
termination but before expiration of the Option) provided the date of exercise is in no event after the expiration of the term of the Option. 
  
 (4) EVENTS NOT DEEMED TERMINATIONS: Unless otherwise provided in a Participant’s employment agreement, the service relationship shall
not be considered interrupted in the case of (i) a Participant who intends to continue to provide services as a director, employee, consultant or advisor to the Company or an Affiliate; (ii) sick leave; (iii) military leave; (iv) any other leave of
absence approved by the Board, provided such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to formal policy
adopted from time to time by the Company and issued and promulgated to employees in writing; or (v) in the case of transfer between locations of the Company or between the Company or its Affiliates. In the case of any employee on an approved leave
of absence, the Board may make such provisions respecting suspension of vesting of the Option while on leave from the employ of the Company or an Affiliate as it may deem appropriate, except that in no event shall an Option be exercised after the
expiration of the term set forth in the Option. 
  
 (e) Unless
otherwise provided in a Participant’s employment agreement, if any Participant’s employment is terminated by the Company for any reason other than for Misconduct or, if applicable, by Constructive Termination, within one year after a
Change of Control has occurred, then all Options held by such Participant shall become fully vested for exercise upon the date of termination, irrespective of the vesting provisions of the Participant’s Option agreement. For purposes of this
subsection (e), the term “Change of Control” shall have the meaning assigned by this Plan, unless a different meaning is defined in an individual Participant’s Option agreement or employment agreement. 
  
 (f) Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board or its delegate shall deem appropriate. 
  
 (g) The Board may modify, extend or renew outstanding Options; provided that any such action may not, without the written consent of a Participant,
impair any such Participant’s rights under any Option previously granted. 
  
 7. PAYMENT OF PURCHASE PRICE 
  
 (a) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board
or its delegate and may consist entirely of (i) cash, (ii) certified or cashier’s check, (iii) promissory note, (iv) other Shares which (x) either have been owned by the Participant for more than six months on the date of surrender or were not
acquired, directly or indirectly, from the Company, and (y) have a Fair Market Value per Share on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (v) delivery of a properly
executed exercise notice together with irrevocable 
  

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instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, or (vi) any combination
of the foregoing methods of payment. Any promissory note shall be a full recourse promissory note having such terms as may be approved by the Board and bearing interest at a rate sufficient to avoid imputation of income under Sections 483, 1274 or
7872 of the Code; provided that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares;
provided further, that the portion of the exercise price equal to the par value, if any, of the Shares must be paid in cash; 
  
 (b) The Company may make loans or guarantee loans made by an appropriate financial institution to individual Participants, including Insiders, on such
terms as may be approved by the Board for the purpose of financing the exercise of Options granted under the Plan and the payment of any taxes that may be due by reason of such exercise. 
  
 8. TAX WITHHOLDING 
  
 (a) Where, in the opinion of counsel to the Company, the Company has or will have an obligation to withhold federal, state
or local taxes relating to the exercise of any Option, the Board may in its discretion require that such tax obligation be satisfied in a manner satisfactory to the Company. The Company may require the payment of such taxes before Shares are
transferred to the holder of the Option. 
  
 (b) A Participant may
elect (a “Withholding Election”) to pay his minimum statutory withholding tax obligation by the withholding of Shares from the total number of Shares deliverable under such Option, or by delivering to the
Company a sufficient number of previously acquired Shares, and may elect to have additional taxes paid by the delivery of previously acquired Shares, in each case in accordance with rules and procedures established by the Board. Previously owned
Shares delivered in payment for such additional taxes must have been owned for at least six months prior to the delivery or must not have been acquired directly or indirectly from the Company and may be subject to such other conditions as the Board
may require. The value of Shares withheld or delivered shall be the Fair Market Value per Share on the date the Option becomes taxable. All Withholding Elections are subject to the approval of the Board and must be made in compliance with rules and
procedures established by the Board. 
  
 9.
ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION 
  
 If there is any
change in the Common Stock of the Company by reason of any stock dividend, stock split, spin-off, split up, merger, consolidation, recapitalization, reclassification, combination or exchange of Shares, or any other similar corporate event, then the
Board shall make appropriate adjustments to the number of Shares theretofore appropriated or thereafter subject or which may become subject to an Option under the Plan. Outstanding Options shall also be automatically converted as to price and other
terms if necessary to reflect the foregoing events. No right to purchase fractional Shares shall result from any adjustment in Options pursuant to this Section 9. In case of any such adjustment, the Shares subject to the Option shall be rounded down
to the nearest whole Share. Notice of any adjustment shall be given by the Company to each holder of any Option which shall have been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all
purposes of the Plan. 
  
 10. PRIVILEGES OF STOCK
OWNERSHIP 
  
 No Participant will have any rights of a
stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including
the right to vote and receive all dividends or other distributions made or paid with respect to such Shares. 
  
 11. EXCHANGE AND BUYOUT OF AWARDS 
  

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 Other than in connection with a change in the Company’s capitalization (as described in this plan),
Options may not be repriced, replaced or exchanged without stockholder preapproval if the effect of such a repricing, replacement or exchange would be to reduce the exercise price of an Incentive Stock Option or Nonstatutory Stock Option; provided,
however, that the Company may effect a one-time exchange offer (the Exchange Offer) to be commenced in the discretion of the Compensation Committee of the Board of Directors no sooner than May 2, 2003, pursuant to which employees, other than the six
senior executives named in the Summary Compensation Table in the Company’s Proxy Statement for its 2003 Annual Meeting of Stockholders (the Proxy Statement), shall be given a one-time opportunity to surrender unexercised Options with exercise
prices greater than $10.00 per share in exchange for a grant of new options (New Options) in accordance with exchange ratios calculated using the Black-Scholes stock option valuation model. The New Options will be granted no less than six months and
one day following the cancellation of the surrendered Options and will be granted at the fair market value of the Company’s common stock on the date of grant. The New Options will have the vesting schedules and terms and conditions as described
in the Proxy Statement. No modification of an Option shall impair the option holder’s right without the written consent of the option holder. 
  
 12. EFFECTIVE DATE OF THE PLAN 
  
 This Plan will become effective when adopted by the Board (the “Effective Date”). 
  
 13. AMENDMENT OF THE PLAN 
  
 (a) The Board at any time, and from time to time, may amend the Plan.

  
 (b) Rights and obligations under any Option granted before any
amendment of the Plan shall not be altered or impaired by amendment of the Plan, except with the consent of the person who holds the Option, which consent may be obtained in any manner that the Board or its delegate deems appropriate. 
  
 14. REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF
STOCK 
  
 An award under this Plan will not be effective
unless such award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be
listed or quoted, as they are in effect on the date of grant of the award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or
federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the Securities and Exchange Commission or to effect compliance with the
registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 
  
 15. NO RIGHT TO EMPLOYMENT 
  
 Nothing in this Plan or in any Option shall be deemed to confer on any
employee any right to continue in the employ of the Company or any Affiliate or to limit the rights of the Company or its Affiliates, which are hereby expressly reserved, to discharge an employee at any time, with or without cause, or to adjust the
compensation of any employee. 
  
 16.
MISCELLANEOUS 
  
 The use of any masculine pronoun or similar
term is intended to be without legal significance as to gender. 
  

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