AMD 2007 Annual Report Download - page 169

(iii)Average Fair Market Value. For purposes of this Policy, “Average Fair Market Value” means the average of the closing stock prices for the
Shares for the 180 day period immediately preceding and ending with the date of grant of an Initial RSU Grant or Annual RSU Grant.
4.Insufficient Shares. Further, if there are insufficient Shares available under the Plan for each Outside Director who is eligible to receive an RSU Grant
(as adjusted) in any year, the number of Shares subject to each RSU Grant in such year shall equal the total number of available Shares then remaining under the
Plan divided by the number of Outside Directors who are eligible to receive an RSU Grant on such date, as rounded down to avoid fractional Shares.
5.Vesting. Each RSU Grant shall vest and become exercisable according to the following schedule: one-third on the first anniversary of the date of grant;
one-third on the second anniversary of the date of grant; and one-third on the third anniversary of the date of grant.
6.Deferral. Each RSU represents the right to receive one Share upon vesting of such RSU. Receipt of the Shares issuable upon vesting of RSUs may be
deferred at the Outside Director’s election; provided, that such deferral election is (i) in compliance with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and the Department of Treasury final regulations and guidance thereunder and (ii) pursuant to such terms and conditions as the Board may
determine in its discretion.
7.Termination of Service as an Outside Director.
(i) If an Outside Director’s tenure on the Board is terminated for any reason other than Misconduct, then the Outside Director or the Outside
Director’s estate, as the case may be, shall have the right for a period of twenty-four (24) months following the date such tenure is terminated to exercise
previously granted Options held by such Outside Director to the extent the Outside Director was entitled to exercise such Option on the date the Outside
Director’s tenure terminated; provided the actual date of exercise is in no event after the expiration of the original term of the Option. An Outside
Director’s “estate” shall mean the Outside Director’s legal representative or any person who acquires the right to exercise an Option by reason of the
Outside Director’s death or Disability.
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Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008