AMD 2007 Annual Report Download - page 168

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%.
Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008