AMD 2007 Annual Report Download - page 170

(ii) If an Outside Director’s tenure on the Board is terminated due to death, Disability, or retirement from service, Awards granted pursuant to this
Policy shall become fully vested and/or exercisable; provided, that such Outside Director shall have served as a member of the Board for at least three
years prior to the date of such termination and shall have satisfied the Company’s equity ownership guidelines to the satisfaction of the Board during his or
her service as a member of the Board.
8.Effect of Change of Control. Upon a Change of Control, all Awards held by an Outside Director shall become fully vested and/or exercisable,
irrespective of any other provisions of the Outside Director’s Award Documentation.
9.Effect of Other Plan Provisions. The other provisions of the Plan shall apply to the Awards granted automatically pursuant to this Policy, except to the
extent such other provisions are inconsistent with this Policy.
10.Treatment of Awards Previously Issued Under the Plan; Continued Grants under Prior Policy.
(i) Prior to March 22, 2006 and continuing until the implementation of this Policy as revised effective as of May 3, 2007, the Company issued
Awards to Outside Directors. Those grants will continue to be governed by the terms of this Policy as in effect as of their date of grant; provided,
however, that Section 7(ii) of this Policy shall apply retroactively to such awards previously granted.
(ii) With respect to any Outside Director appointed to the Board during the twelve month period prior to May 5, 2007, in addition to the RSU grants
described above, such Outside Director shall continue to be granted the remaining “First Options” (as defined in this Policy as in effect immediately prior
to May 3, 2007 (the “Prior Policy”)) to which he would be entitled under the Prior Policy without regard to the effectiveness of this Policy on May 3, 2007
and such grants will continue to be governed by the terms of this Policy as in effect prior to May 3, 2007; provided, however, that Section 7(ii) of this
Policy shall apply retroactively to such awards previously granted.
11.Incorporation of the Plan. All applicable terms of the Plan apply to this Policy as if fully set forth herein, and all grants of Awards hereby are subject in
all respect to the terms of such Plan.
12.Written Grant Agreement. The grant of any Award under this Policy shall be made solely by and subject to the terms set forth in a written agreement in
a form to be approved by the Board and duly executed by an executive officer of the Company.
13.Policy Subject to Amendment, Modification and Termination. This Policy may be amended, modified or terminated by the Board in the future at its
sole discretion. No Outside Director shall have any rights hereunder unless and until an Award is actually granted. Without limiting the generality of the
foregoing, the Board hereby expressly reserves the authority to terminate this Policy during any year up and until the election of directors at a given annual
meeting of stockholders.
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Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008