Form of Stock Option Agreement - U.S.



 EXHIBIT 10.1 
 U.S. Form 
 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:	  	  
	 	
			
	Grant Date:	  	  
	 	
			
	Exercise Price per Share:	  	 $
	 	
			
	Total Exercise Price:	  	 $
	 	
			
	 Total Number of Shares
 Subject to the
Option:
	  	 shares
	 	
			
	Expiration Date:	  	  
	 	
			
		  	  
	 	

 Type of Option:             ̈    Incentive Stock Option         ̈    Non-Qualified Stock Option 
 Vesting Schedule:        [To be specified in individual agreements] 
 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:	 	  
	 		 	By:	 	  

	Print Name:	 	  
	 		 	Print Name:	 	  

	Title:	 	  
	 		 		 	
	Address:	 	  
	 		 	Address:	 	  

		 		 		 		 	  









 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, 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 

  

 A-1 








 
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. 
  

 A-2 








 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

  

 A-3 









					
	 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. 

 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; 
  

 A-4 








 (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; 
  

 A-5 








 (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. 
  

 A-6 








 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. 
  

 A-7 








 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 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. 
  

 A-8