1987 Restricted Stock Award Plan

EXHIBIT 10.10


ADVANCED MICRO DEVICES, INC.


1987 RESTRICTED STOCK AWARD PLAN


1. PURPOSES OF THE PLAN.


The Advanced Micro Devices, Inc. 1987 Restricted Stock Award Plan (the "Plan") is intended to attract and retain employees of Advanced Micro Devices, Inc. (the "Corporation) and its subsidiaries who are and will be contributing to the success of the business; to motivate and reward outstanding employees who have made significant contributions to the success of the Corporation and encourage them to continue to give their best efforts to its future success; to provide competitive incentive compensation opportunities; and to further opportunities for stock ownership by such employees in order to increase their proprietary interest in the Corporation. Accordingly, the Corporation may, from time to time, grant to selected employees awards of shares of the Corporation's $0.01 par value Common Stock ("Common Stock") subject to the terms and conditions hereinafter provided. Common Stock awarded subject to such terms and conditions is hereinafter referred to as "Restricted Stock".


2. ADMINISTRATION.


(a) The Board of Directors (the "Board") whose authority shall be plenary, shall administer the Plan and may delegate part or all of its administrative powers with respect to part or all of the Plan pursuant to subsection 2(c) of the Plan, provided, however, that the Board of Directors shall delegate administration of the Plan to the extent required by Section 2(d).


(b) Subject to the terms, provisions and conditions of this Plan as set forth herein, the Board or its delegate shall have sole discretion and authority:


(1) to select the employee directors, officers
and other employees to be awarded Restricted Stock pursuant to
Section 5 (it being understood that more than one award may be
granted to the same person), and in connection therewith:


(i) to determine the number of shares to
be awarded each recipient;


(ii) to determine the period of restriction
applicable to each award;


(iii) to determine the time or times when
awards may be granted and any additional terms and
conditions which may be placed on receiving such award;


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(iv) to determine the amount and type
of consideration to be provided by the recipient, which
may include the rendering of service as an employee of
AMD or any of its subsidiaries but shall not include any
payment in the form of cash;


(v) to take appropriate action to
amend the terms or conditions of any award granted to an
employee under the Plan; provided that no such action may
be taken by the Board or its delegate without the written
consent of the affected participant;


(2) to prescribe the form of agreement, legend or
other instruments evidencing any awards granted under this Plan;


(3) to amend the Plan as provided in Section 8
and;


(4) to construe and interpret the provisions of
the Plan and the terms and conditions of the awards granted under the
Plan and to establish, amend and revoke rules and regulations for
carrying out the Plan as the Board or its delegate may deem
appropriate. In the exercise of this power, the Board or its
delegate shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission or
inconsistency in the Plan or in any agreement evidencing any award
granted under this Plan in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.


(c) The Board of Directors may, by resolution, delegate administration of the Plan (including, without limitation, the Board's powers under subsection 2(b) above), under either or both of the following:


(1) with respect to the participation of or
awarding shares to an employee who is not subject to Section 16 of
the Exchange Act, to a committee of one or more members of the Board
of Directors, whether or not such members of the Board of Directors
are Disinterested Directors.


(2) with respect to matters other than the
selection for participation in the Plan, substantive decisions
concerning the timing, pricing, amount or other material term of an
award, to a committee of one or more members of the Board of
Directors, whether or not such members of the Board of Directors are
Disinterested Directors, or to one or more officers of the Company.


(d) Unless each member of the Board is a Disinterested Director, the Board shall, by resolution, delegate administration of the Plan with respect to the participation in the Plan of employees who are subject to Section 16 of the Exchange Act, including its powers to select such employees for participation in the Plan, to make substantive decisions concerning the timing, pricing, amount or any other material term of an award, to a


2 3 committee of two or more Disinterested Directors. Any committee to which administration of the Plan is so delegated pursuant to this Section 2(d) may also administer the Plan with respect to an employee described in Section 2(c)(1) above.


(e) Except as required by Section 2(d) above, the Board shall have complete discretion to determine the composition, structure, form, term and operations of any committee established to administer the Plan. If administration is delegated to a committee, unless the Board otherwise provides, the committee shall have, with respect to the administration of the Plan, all of the powers and discretion theretofore possessed by the Board and delegable to such committee, subject to any constraints which may be adopted by the Board from time to time and which are not inconsistent with the provisions of the Plan. The Board at any time may revest in the Board any of its administrative powers under the Plan, except under circumstances where a committee is requi ...