EXHIBIT 10.24
AMD's
Stock Option Program
for Employees
Outside the U.S.
For options granted
after April 25, 2000
Congratulations on being selected to receive a stock option award. AMD's success
is a direct result of the creativity, innovation, and hard work of employees
like you. In recognition of this, we maintain a stock option program, under
which you can benefit from AMD's long-term success as the company's common stock
price grows.
AMD limits the granting of stock options to those employees whose individual
contributions most influence AMD's performance and add to shareholder value. The
number of options you are granted reflects competitive compensation practices,
your position at AMD, and, most importantly, your individual performance.
WHAT ARE STOCK OPTIONS?
Stock options give you the right to buy shares of AMD common stock at the
"exercise price" within a specified number of years. You "exercise" your option
by purchasing the underlying shares any time after you "vest" in the option (see
How Your Stock Options Vest), but before the option expires.
The attractiveness of stock options lies in the potential for increases in the
market price of the company's common stock over time. For example, if you are
granted options to buy 100 shares of AMD stock at an exercise price of $35 per
share, and the market price of the stock rises to $45, then your "unrealized"
financial gain is $10 per share (the difference between the exercise price and
the current market price). To realize that gain, you first have to be vested in
those 100 options. If you are, you can exercise your options by buying the
stock. You can then hold the shares for potential future gain, or sell them in
the market at any time for the current market price. In this example, if you
exercise your options and sell the purchased shares when the market price moved
up to $50, you would realize a gain of $15 per share ($50 - $35).
Enclosed with this brochure is your stock option document. It gives the grant
date, exercise price, and the vesting and expiration dates for your options.
HOW YOUR STOCK OPTIONS VEST
You earn the right to exercise your stock options according to the vesting
schedule for your grant. Each stock option grant has its own vesting period. The
stock option document for your grant shows the vesting dates for your options.
The following table shows the typical vesting schedules. An initial grant is the
first grant to an eligible employee and an annual grant is a grant that can be
awarded each year subsequent to an initial grant.
Percent of Granted Options
That Are Fully Vested
--------------------------------------
Anniversary of Initial Annual
Grant Date Grant Grant
- --------------------------------------------------------------------------------
First* 40% 25%
Second +20% = 60% +25% = 50%
Third +20% = 80% +25% = 75%
Fourth +20% = 100% +25% = 100%
*After the first year, awards vest in monthly increments over the remaining
time.
If you receive stock option grants in several years, their vesting periods will
overlap. For example, the following chart illustrates the vesting for a
hypothetical employee who receives an initial grant when he/she joins AMD and
then annual grants thereafter based on varying performance ratings:
Calendar # of Options Options Vesting in Calendar Year
--------------------------------------
Year Granted 2 3 4 5 6
- --------------------------------------------------------------------------------
1 150 60 30 30 30
2 100 25 25 25 25
3 160 40 40 40
4 200 50 50
5 220 55
Total 60 55 95 145 170
The above vesting chart is based on continuous active service with AMD.
IF YOU DIE OR BECOME DISABLED
If you have at least 15 years of AMD service and your AMD employment is
terminated because of your death or total disability, here's what happens on
your termination date:
. If you are on an unpaid leave of absence, any options that would have become
vested in the calendar year in which your leave began are immediately vested.
. If you are not on an unpaid leave of absence, you become immediately vested in
any options that would have become vested in that calendar year.
This accelerated vesting of options does not occur if your AMD employment is
terminated because of your death or disability and you have less than 15 years
of service.
IF AMD EXPERIENCES A "CHANGE IN CONTROL"
You become 100% vested in your outstanding options if AMD experiences a "change
in control," and your employment is terminated by AMD for any reason other than
for misconduct or, if applicable, by constructive termination within one year
after such a change. A "change in control" occurs when:
. More than 20% of AMD has been acquired by a single person or entity,
. Certain changes in the majority of AMD's Board of Directors occur during a
two-year period,
. A merger or consolidation of the company with or into another company,
. Stockholders of the company approve a plan of complete liquidation, or
. There is a sale or disposition of all or substantially all the company's
assets.
IF YOU TAKE A LEAVE OF ABSENCE
You may not exercise any options during an unpaid leave of absence. Also, if
your unpaid leave of absence exceeds 30 consecutive days, the vesting dates for
your unvested options are automatically extended by the number of days by which
your unpaid leave exceeds 30 days. "Unpaid" means that AMD is not paying you a
salary. For more details, check with Treasury Services.
EXERCISING YOUR STOCK OPTIONS
Once your options are vested, you can exercise them-- that is, you can purchase
AMD common stock at the exercise price. You have a limited number of years from
the date of grant to exercise the options and take advantage of any increase in
the price of AMD stock above the exercise price. Most grants have a ten-year
life. The document for your stock option grant discloses the date on which your
options expire.
Your final opportunity to purchase your vested options is the last regular
business day of AMD before their expiration date. If you are waiting until that
last day, be sure that Treasury Services receives your completed Stock Option
Exercise form before 5:00 p.m. local time in Sunnyvale, California.
If you leave AMD before the expiration date for your options, you have a limited
period of time after your termination date in which to exercise vested options.
See the section When You Leave AMD.
Treasury Services must receive your completed Stock Option Exercise form in
order for you to purchase your options. You should review your annual stock
option statement before exercising your vested options. (See the section Annual
Statements.) You are responsible for knowing which options can be exercised and
the expiration dates for your options.
The following describes the different ways to purchase vested AMD options that
have not expired. However, some countries have currency exchange restrictions.
You should check if local laws restrict or prohibit your ability to purchase
your options with cash.
Cash Purchase
You can pay for the options yourself or arrange for your broker to pay for them.
On the next business day after receipt of your completed Stock Option Exercise
form, Treasury Services will notify you of the cost for the exercised options.
Within two weeks following the exercise date, Treasury Services must receive
from you either a certified check or bank wire for the exercise cost in U.S.
dollars. A stock certificate is issued to you usually within three weeks after
your payment is received by Treasury Services.
Financing through a Broker (also known as "Same Day Exercise and Sale")
You can contact one of AMD's designated brokers to buy shares of AMD stock at
the exercise price and sell them at market price on the same day. You must
submit a completed Stock Option Exercise form to Treasury Services on the same
day that you contact the broker.
If you elect a "same day exercise and sale," you may:
. Sell all of the shares from the exercised options. You will receive a check
from the sale of the shares minus the cost of the exercised options and the
broker's fee.
. Sell enough of the shares acquired through the exercise of the options (at the
market price) to cover the cost of exercising those options and the broker's
fee. You then receive the balance of the AMD shares obtained through
exercising the options.
. Sell only the number of shares you decide on and receive the balance of the
shares. If the shares sold do not cover all the costs of exercising the
options, you must pay the balance through sending a certified check or bank
wire to Treasury Services on the next business day following the exercise
date.
You also can finance your option exercise through the broker and hold the
acquired shares for a later sale. The shares will be registered to and sent to
the broker.
Stock Swap Exercise
You can use AMD shares you have owned at least six months to pay for the
exercise price of the options. To initiate a stock swap, you must complete and
submit a Share Withholding/Delivery Election form in addition to a Stock Option
Exercise form to Treasury Services. You may not pay the exercise price by
requesting that Treasury Services withhold some of the shares resulting from the
options being purchased.
WHEN TO EXERCISE
It is entirely your decision when to exercise vested options, keeping in mind
the expiration date for your options. (See the sections Exercising Stock Options
and When You Leave AMD.)
The timing of an exercise and/or sale can have a large impact on any value you
ultimately obtain from the option. In deciding when to exercise, you may wish to
consult with your financial advisor, stockbroker, or reputable publications in
which stock market analysts voice their opinions about future potential stock
values. It is also prudent to consult with a tax advisor to determine the impact
of exercising stock options on your tax obligations. In some countries (for
example, the United Kingdom), favorable tax treatment may apply if you hold tax-
qualified stock options for a certain period after the date of grant or the date
on which you last exercised options.
TAXES
AMD is required by law to report all stock option transactions to both the U.S.
and foreign tax authorities. Tax regulations on stock options and selling shares
of a foreign company can be complex. In most countries, you owe no taxes when
your stock option grant is approved. However, you may be liable for taxes on the
gain you receive upon exercising your options. (The "gain" is the difference
between the market value of the shares of AMD common stock on your exercise date
and the exercise price of your options.) In certain countries you may owe taxes
when you become vested in your options, even if you do not purchase them. In
addition, when you sell your shares of AMD stock, any profit that you receive
(the difference between the sale price and the market price on your exercise
date) is subject to your country's tax requirements. We recommend that you
consult with a tax advisor to determine your potential tax obligations.
Withholding tax requirements vary by country. You are responsible for notifying
your local office when you exercise your options. Your local office will advise
if tax withholding is required and how you can satisfy this requirement.
QUALIFIED OR NON-QUALIFIED STOCK OPTIONS
Unless you are an employee in the U.K., your stock options are "non-qualified"
options. Most stock options for U.K. employees are granted from a qualified
stock option scheme. However, some U.K. employees have received or will receive
non-qualified stock options either because the market value of all their
outstanding stock options exceed the aggregate value allowed under a qualified
scheme, or because the grants are/were made from a non-qualified scheme or were
repriced. Contact Treasury Services if you are unsure whether you hold qualified
or non-qualified U.K. stock options.
WHEN YOU LEAVE AMD
You forfeit all unvested options when you leave AMD. You normally have three
months from your termination date in which to exercise vested options that have
not expired. For example, if March 14 is your final day as an AMD employee, your
last day to purchase vested options is June 14 if it is a regular business day
at AMD. If June 14 is not a regular business day, the final day to buy your
options is the last regular AMD business day before June 14.
However, you have 12 months from your termination date to exercise vested
options if your termination is due to your total disability. Similarly, if you
die while employed at AMD, your beneficiary, or your estate if you have not
designated a beneficiary, has 12 months from the date of your death in which to
exercise your vested options.
If you are uncertain about the final day to purchase options, be sure to contact
Treasury Services at least several weeks before the date on which you think that
your right to exercise your options ends.
FORFEITING STOCK OPTIONS
Your stock options are forfeited under the earliest of these circumstances:
. You do not exercise the options before their expiration date,
. You are not vested to them when you leave AMD,
. You do not exercise your options within the period for exercising them after
you leave AMD, or
. If you die while still an AMD employee and your beneficiary to whom the
options were transferred does not exercise the options within 12 months after
your death.
If you are terminated because of misconduct, AMD reserves the right to cancel
all your options, whether vested or unvested.
NO REINSTATEMENT OF FORFEITED STOCK OPTIONS IF REHIRED BY AMD
If you have a break in service with AMD, your non-vested options are canceled
and will not be reinstated, even if you are rehired the day after your break in
service.
ANNUAL STATEMENTS
Each year, you will receive from Treasury Services a statement detailing the
status of your stock options. This statement includes the number of options you
have been granted to date, their exercise prices, and their vesting and
expiration dates. Your statement also lists the transactions on options that you
have exercised.
Also enclosed with your statement are the forms that you must complete and
return to Treasury Services if you wish to purchase your options.
TREASURY SERVICES DEPARTMENT
Treasury Services is located at AMD's Sunnyvale, California office. The staff
can be contacted as follows:
Phone: 010-408-749-3790
Fax: 010-408-749-3106
Treasury Services' normal hours are between 8:00 a.m. to 5:00 p.m. U.S. Pacific
time during AMD's regular business day.
TRANSFER OF STOCK OPTIONS
Your stock options may be transferred only as follows:
. By a court-issued qualified domestic relations order,
. By your last will and testament, or
. By the laws of descent and distribution if you left no valid will.
Stock options transferred by a qualified domestic relations order expire twelve
months after the date of transfer.
Any other transfer or assignment of your stock options will not be accepted and
gives AMD the right to terminate your options as of the date of the attempted
transfer or assignment.
CHANGES IN CAPITALIZATION OF AMD
The Board of Directors will adjust the number of shares or the class of stock
subject to your options if the out-standing number of AMD common stock changes
as a result of changes in the capitalization of the company. These changes in
capitalization include stock dividends, mergers, consolidations, re-
capitalization, or split-up, combinations or exchange of shares.
FOR MORE INFORMATION
This brochure summarizes some of the important features of the current AMD stock
option program. For more details, consult the official plan
documents, your individual stock option documents, and
the stock option plan prospectus, all of which can be
obtained from Treasury Services,
1 AMD Place, Sunnyvale, California.
The mailing address is
Treasury Services, P.O. Box 3453, MS 106, Sunnyvale, CA 94088, U.S.A.
In the case of any conflict between this brochure and the official plan
documents, the official plan documents will govern.
AMD reserves the right to amend or terminate the program in
whole or in part, at any time and for any reason,
with or without notice to participants.
Participation in the AMD stock option program does not confer on any participant
any rights whatsoever with respect to continued employment with the company.
[AMD LOGO]
Benefits Department
One AMD Place
P.O. Box 3453, Mailstop 181
Sunnyvale, CA 94088