AMD'S U.S. STOCK OPTION PROGRAM
Published on March 7, 2002
EXHIBIT 10.23(a)
AMD'S
U.S. Stock Option
Program
For options granted
after April 24, 2001.
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AMD[LOGO]
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 portfolio of programs
that enable you to share in our success.
. Cash and deferred profit sharing plans, which entitle you to a share of
AMD's profits.
. The stock purchase plan, which enables you to buy AMD common stock at a
discounted price and participate as an owner of the company.
. The stock option program, under which you can benefit from AMD's long-term
success as the company's common stock price grows.
Who Receives Stock Options?
Congratulations on being selected to receive a stock option grant. 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 must first have the right
to buy those 100 shares. If you do, you can buy the stock. You can then keep 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 purchase shares and then sell them
when the market price moved up to $50, you would have a gain of $15 per share
($50-$35).
Enclosed with this brochure is your stock option document. It gives the date
your option was granted, the price to purchase the shares, and the first and
last dates you can purchase the shares.
How Your Stock Options Vest
You earn the right to purchase shares according to the schedule for your grant
("vesting"). Each stock option grant has its own vesting period.
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 and initial grant when he/she joins AMD and
then annual grants thereafter based on varying performance ratings:
Calendar # of Options Options Vesting in the Year
------------------------------------
Year Granted 2 3 4 5 6
- -------------------------------------------------------------------
1 150 60 45 30 15
2 100 25 25 25 25
3 160 40 40 40
4 200 50 50
5 220 55
Total 60 70 95 130 170
The above vesting chart is based on continuous active service with AMD. The
stock option document for your grant shows the vesting dates for your options.
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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 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.
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. Pacific time.
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 exercise your options and purchase shares, unless you are doing
an E*TRADE OptionsLink sale. You are responsible for knowing which options can
be exercised and the expiration dates for your options.
Detailed information regarding the number of shares exercisable can be obtained
24 hours a day/7 days a week via the following:
. The internet at www.optionslink.com, or
. The OptionsLink interactive voice response system at 1-800-838-0908.
Note: While you may look at your account information at any time through
OptionsLink, if you conduct an electronic transaction on the internet, then
E*Trade will act as your broker for that transaction (see the E*Trade
OptionsLink brochure for further details). If you wish to utilize a broker other
than E*Trade, you will have to contact that broker directly.
For more details on exercising your options, please refer to the summary
entitled "Stock Option Exercise Procedures" which is available at
http://amdonline/treassvc.
There are four ways to exercise vested AMD options that have not expired:
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. 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
plus applicable federal, state, Social Security and Medicare tax withholding.
You must give Treasury Services a cashier's check or money order for the
exercise cost plus taxes within two weeks from the exercise date. You may elect
to receive either a stock certificate or have your shares electronically
transferred to your brokerage account.
. Financing through a Broker (also known as "Same Day Sale and Exercise")
You can contact any of AMD's designated brokers or you can do an electronic
trade through E*Trade (refer to the E*Trade OptionsLink brochure). If you elect
a "same day exercise and sale," you may:
. Sell all shares.
. Sell enough shares to cover the cost of the exercise and associated
required taxes. You will then receive the remaining shares from
your exercise.
. 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 and associated required taxes, you must pay the balance through
sending a certified check or bank wire to Treasury Services on the next
business day following your exercise date. This option may not be available
through E*Trade.
. 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.
. Stock Withholding Exercise
You can exercise options and pay the required tax withholding from the shares of
AMD stock that you would otherwise receive through exercising your options. You
receive the balance of the AMD shares obtained through the purchased options. To
withhold shares to pay your taxes, you must send a completed Share
Withholding/Delivery Election form and a Stock Option Exercise form to Treasury
Services. You may not pay the exercise price of your options by having Treasury
Services withhold some of the shares that would otherwise be issued to you.
. 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.
. Taxes
Your stock options are what the IRS calls "nonqualified" options. The table on
the next page summarizes the current U.S. federal tax consequences associated
with these options. Depending on your state of residence, you may also owe state
and local taxes when you exercise your options or sell the shares obtained by
exercising your options.
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On the date... You Owe Federal Taxes on...
- --------------------------------------------------------------------------------
Your stock option No taxes are due.
grant is approved.
- --------------------------------------------------------------------------------
You exercise your The difference (gain) between the market value of the shares
options and sell of AMD common stock on the exercise date, and the exercise
the shares of AMD price of the options upon purchasing the options. The
stock at a later gain is taxable as ordinary income and subject to mandatory
date. withholding for federal income, FICA, Medicare and
applicable state and local taxes.
When you sell the shares of stock, you owe tax on the
difference between the market value of the shares on the
sale date and the market value of the shares on the option
exercise date. Gains are taxed at the short-term or long-
term capital gains rate based on how long you have held the
shares. The holding period starts on the option exercise
date.
Months Held Capital Gains Rate
12 or less short-term
more than 12 long-term
- --------------------------------------------------------------------------------
You exercise your The difference between the market value of the shares and
options and sell the exercise price of the options. The gain is taxable as
the shares on the ordinary income and subject to mandatory withholding for
same day. federal income, FICA, Medicare and applicable state and
local taxes.
If You Die or Become Totally 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. See the section When You Leave AMD for information on length of time
to exercise after termination.
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. Unpaid leaves include personal leaves as well as disability, medical,
pregnancy and workers compensation leaves during which you are receiving
disability or workers' compensation benefits through AMD's benefit plans or
insurance. For more details, check with Treasury Services.
When You Leave AMD
You forfeit all unvested options when you leave AMD. If you are not a Vice
President or Officer of 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 (or your beneficiary) have a longer period to exercise options
under the circumstances shown in the table below.
Months to Exercise Vested Options
After Termination
If you Are Not a VP or Officer
- --------------------------------------------------------------------------------
Months to Exercise
-------------------------------------
Termination
is Due to
Age at Years of Death or Total Other
Termination Service Disability Terminations +
- --------------------------------------------------------------------------------
less than 50 Any 12 3
50 or more less than 15 12 3
50 or more 15 but less than 20 24* 15*
50 or more 20 or more 36* 27*
- --------------------------------------------------------------------------------
If You Have Been a VP or Officer For at Least 90 Days
- --------------------------------------------------------------------------------
Age at Years of
Termination Service Months to Exercise +
- --------------------------------------------------------------------------------
less than 50 Any 12
50 or more less than 15 12
50 or more 15 but less than 20 24*
50 or more 20 or more 36*
- --------------------------------------------------------------------------------
* If you leave AMD to work for a competitor, this extension does not apply and
you have 3 or 12 months to exercise your options.
+ If you are terminated because of misconduct, AMD reserves the right to cancel
all your options, whether vested or unvested.
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In no event will an exercise period extend beyond the expiration date of the
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 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, or
. You or your beneficiary (if you die) do not exercise your options within the
applicable period for exercising them after you leave AMD.
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 nonvested options are canceled and
will not be reinstated, even if you are rehired the day after your break in
service.
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 9:00 a.m. and 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 outstanding 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.
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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, One 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.
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Benefits Department
One AMD Place
P.O. Box 3453, Mailstop 181
Sunnyvale, CA 94088
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