{"id":38877,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-advanced-micro-devices-inc-and-richard.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-advanced-micro-devices-inc-and-richard","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-advanced-micro-devices-inc-and-richard.html","title":{"rendered":"Employment Agreement &#8211; Advanced Micro Devices Inc. and Richard Previte"},"content":{"rendered":"<pre>\n\nJune 16, 1999\n\nMr. Richard Previte\nPresident and Co-Chief Operating Officer\nAdvanced Micro Devices, Inc.\nOne AMD Place\nSunnyvale, California 94088\n\nDear Rich:\n\nThe following constitutes the complete agreement between you and Advanced Micro\nDevices, Inc. ('AMD' or the 'Company') concerning your continued employment with\nthe Company.\n\n1.   Position and Duties. You shall serve as Vice Chairman on a full-time basis\n     -------------------                                                       \nuntil the Company's Annual Meeting in 2000 reporting to the Company's Chairman\nof the Board and Chief Executive Officer. During this period and through the\ndate of the Company's Annual Meeting in April 2000, you shall continue to serve\non the Company's Board of Directors.\n\n2.   Compensation and Benefits. As full and complete compensation to you for the\n     -------------------------                                                  \nperformance of your services, the Company shall pay to you and you agree to\naccept the following compensation and benefits.\n\n\n          (a)  Base Salary. You shall receive a base salary, payable in\n               -----------                                             \naccordance with the Company's standard payroll practices for senior executives,\nbut not less frequently than monthly, at an annual rate of $770,340 ('Base\nSalary') through April 30, 2000. Your Base Salary shall be increased in 1999 and\nin 2000 by the percentage increase in the Consumer Price Index for Urban Wage\nEarners, San Francisco, published by the Bureau of Labor Statistics by the U.S.\nDepartment of Labor ('CPI-W'), from calendar year 1998 to calendar year 1999 and\nfrom calendar year 1999 to calendar year 2000 respectively; such CPI-W increases\nwill begin to be paid when the other Company corporate officers receive base\nsalary increases in 1999 and 2000 respectively.\n\n          (b)  Participation in Executive Officer Bonus Plan. You shall be\n               ---------------------------------------------              \neligible to receive a bonus for the year ending December 31,1999 under the\nCompany's Executive Officer Bonus Plan in accordance with the special bonus\nprogram provided to you and attached hereto as Exhibit A ('Bonus Payments').\n                                               ---------   --------------   \n\n          (c)  Stock Options and Restricted Stock Awards. You have received\n               -----------------------------------------\nstock options and restricted stock awards while you have been employed by the\nCompany. A schedule of the exercise and vesting schedules for such options and\nrestricted stock awards is set forth as Exhibit B attached hereto. You will not\n                                        ---------\nbe eligible\n\n\n \nRichard Previte\nJune 16, 1999\n\nfor additional grants or awards of stock options or restricted stock, except as\nmay be determined by the Compensation Committee of the Board of Directors.\n\n\n          (d)  Participation in Benefit Plans. You shall participate while in\n               ------------------------------\nthe employ of the Company in any medical, dental, disability, life insurance,\nretirement, savings, vacation, sick leave or other plans or programs established\nfor the benefit of the Company's corporate officers to the extent that you meet\nthe participation and eligibility requirements of such plans or programs. The\ncurrent benefit plans and programs maintained by the Company are set forth in\nExhibit C attached hereto.\n---------                 \n\n\n3.   Paid Leave of Absence. Commencing on a date of your choice between October\n     ---------------------                                                     \n1, 1999 and May 1, 2000, and continuing for a period of one year, you shall be\neligible for a paid leave of absence with full Base Salary, payable monthly.\nWhile you are on such paid leave of absence: (i) you will be eligible to\nparticipate in the Company's benefit plans and programs set forth in Exhibit D\n                                                                     ---------\nand in any retirement program the Company may adopt prior to the end of your\npaid leave of absence (except that you shall not be eligible to accrue\nadditional vacation benefits or accrue additional retirement benefits during the\npaid leave of absence period) provided that you meet the participation and\neligibility requirements for such plans and programs, (ii) you will continue to\nbe treated as an employee for purposes of the vesting and exercise provisions of\nall stock option awards, (iii) the company will provide you at its expense an\noffice and an administrative assistant; and (iv) you will continue to receive\nCompany Car Plan A monthly payments.\n\n4.   Termination of Employment or Paid Leave of Absence. The Company may\n     --------------------------------------------------                 \nterminate your employment or paid leave of absence at any time. If the Company\nterminates your employment or paid leave of absence prior to April 30, 2001\nother than for Cause (as defined below), then: (i) you shall be entitled to\ncontinue to receive your Base Salary through April 30, 2001, (ii) you shall be\nentitled to receive any Bonus Payments that you would have received pursuant to\nSection 2(b) of this Agreement at the same time that AMD corporate officers\nreceive their bonus payments, and (iii) all stock options that would have been\nexercisable on or before April 30, 2001 shall continue to remain exercisable\nthrough April 30, 2002. If you voluntarily terminate your employment on or after\nOctober 1, 1999 but before May 1, 2000, and do not Compete with the Company (as\ndefined below), then (i) you shall be entitled to receive your Base Salary for\none year following the date of the termination, (ii) you shall be entitled to\nreceive any Bonus Payments that you would have received pursuant to Section 2(b)\nof the Agreement at the same time that AMD corporate officers receive their\nbonus payments (except that you shall only be entitled to a pro-rated bonus\npayment for 1999 if you voluntarily terminate before the end of the year), and\n(iii) all vested stock options shall be exercisable for one year from the date\nof termination (as currently provided in your stock option grant agreements). If\nyou voluntarily terminate your employment on or after May 1, 2000 and do not\nCompete with the Company (as defined below), then: (i) you shall be entitled to\ncontinue to receive your Base Salary through April 30, 2001, (ii) you shall be\nentitled to\n\n                                       2\n\n \nRichard Previte\nJune 16, 1999\n\nreceive any Bonus Payments that you would have received pursuant to Section 2(b)\nof this Agreement at the same time that AMD corporate officers receive their\nbonus payments, and (iii) all vested stock options shall be exercisable for one\nyear from the date of termination (as currently provided in your stock option\ngrant agreements). If the Company terminates your employment or paid leave of\nabsence for Cause before April 30, 2001, or you voluntarily terminate your\nemployment for any reason to Compete with the Company, or you voluntarily\nterminate your paid leave of absence for any reason to Compete with the Company,\nthen all rights to payment of Base Salary and Bonus Payments and participation\nin the Company's benefit plans and programs shall terminate (except that you\nshall be entitled to any accrued Salary and vacation benefits) and all rights to\ncontinued vesting with respect to stock option grants or restricted stock awards\nshall terminate, except as may otherwise be provided in such stock option grants\nor restricted stock award agreements.\n\n\n          The term 'Cause' shall mean (i) gross negligence or willful misconduct\n                    -----                                                       \nin the performance of your duties to the Company where such gross negligence or\nwillful misconduct has resulted or is likely to result in substantial and\nmaterial damage to the Company or its subsidiaries; (ii) repeated failure to\nperform duties assigned by the Chief Executive Officer; (iii) repeated\nunexplained or unjustified absence from the Company; (iv) a material and willful\nviolation of any federal or state law; (v) commission of any act of fraud with\nrespect to the Company; or (vi) conviction of a felony or a crime involving\nmoral turpitude causing material harm to the standing and reputation of the\nCompany, in each case as determined in good faith by the Board of Directors.\n\n          The term 'Compete with the Company' means your directly or indirectly\n                    ------------------------                                   \nowning (other than ownership of not more than a 1% interest in a public\ncompany), operating, controlling or being connected with as a director, officer,\nemployee, partner, consultant or otherwise, any entity or person that competes\ndirectly with the Company in the business the Company is engaged in at any time\nyou are receiving payments hereunder.\n\n\n5.   Termination Due to Death. If your employment terminates because you die,\n     ------------------------                                                \nthen (i) your Base Salary shall be paid to your estate for a maximum period of\none year but no later than April 30, 2001, and (ii) your stock options shall\ncontinue to vest and be exercisable as provided in AMD's stock option plans and\nin your stock option grant agreements with AMD. During the time that your Base\nSalary is being paid to your estate, your estate shall be entitled to receive\nany cost of living CPI-W increase under Section 2(a) of the Agreement that you\nwould have received had you been living and still employed with AMD.\n\n6.   COBRA. Upon your termination of employment or paid leave of absence, you\n     -----                                                                   \nshall be eligible for continuation of the Company's health insurance programs as\nprovided by the Consolidated Budget Reconciliation Act of 1985, as amended\n('COBRA') until the earlier of (i) eighteen (18) months after the month of your\ntermination of employment or\n\n                                       3\n\n \nRichard Previte\nJune 16, 1999\n\npaid leave of absence or (ii) the date you become covered under another\nemployer's group health, dental or vision insurance plans. During the period of\nCOBRA coverage, the Company will pay all COBRA premiums on such health insurance\nunless (i) the Company terminates your employment or paid leave of absence for\nCause, (ii) you voluntarily terminate your employment for any reason before May\n1, 2000 or (iii) you voluntarily terminate your paid leave of absence on or\nafter May 1, 2000 and before April 30, 2001 to Compete with the Company.\n\n7.   Release. In exchange for the benefits described in Section 2, you agree to\n     -------                                                                   \nexecute the release (the 'Release') attached to this Agreement as Exhibit E\n                                                                  ---------\non or promptly following your termination of employment.\n\n8.   Non Solicitation and Confidential Information. You and the Company agree\n     ---------------------------------------------                           \nthat from the date hereof through one year following your termination of\nemployment: (i) you will not disrupt, damage, impair or interfere with the\nbusiness of the Company, or disparage the Company in any way, or directly or\nindirectly solicit the services of any Company employee for another employer, or\notherwise induce or attempt to induce such employees to terminate their\nemployment with the Company and (ii) the Company and its officers will not\ndisrupt, damage or impair your reputation or disparage you. You acknowledge that\nwhile employed by the Company you had access to, acquired and assisted in the\ndevelopment of confidential and proprietary information, inventions and trade\nsecrets relating to the present and anticipated business and operations of the\nCompany, including without limitation, product information, customer\ninformation, process and other technology information, sales and marketing\nmethods, marketing plans, sales forecasts, product plans and personnel data\nregarding employees of the Company, including salaries, and other benefit and\ncompensation information not available to the public. You agree to promptly\nreturn to the Company all copies and originals of documents, data, records,\ncomputer software and documentation, notebooks, customer lists, business plans,\ncompetitive analyses, pricing schedules, bulletins, manuals, telephone and sales\ndirectories, production cost and purchasing and marketing information or other\ninformation pertaining to the Company's business. You hereby acknowledge your\nobligation to keep this and all confidential, proprietary and trade secret\ninformation confidential, and understand that this obligation is of the utmost\nimportance to the Company. You agree to keep confidential and not to disclose or\nuse, either directly or indirectly, confidential or proprietary information,\nwithout the prior written consent of the Company, or until the information\notherwise becomes public knowledge. Your obligations regarding confidential,\nproprietary and trade secret information will be reviewed with you during a\nLegal exit interview prior to the commencement of your leave of absence.\n\n9.   Successors. Any successor to the Company (whether direct or indirect and\n     ----------                                                              \nwhether by purchase, lease, merger, consolidation, liquidation or otherwise) to\nall or substantially all of the Company's business and\/or assets shall assume\nthe obligations under this Agreement and agree expressly to perform the\nobligations under this Agreement in the same manner and to the same extent as\nthe Company would be\n\n                                       4\n\n \nRichard Previte\nJune 16, 1999\n\nrequired to perform such obligations in the absence of a succession. The terms\nof this Agreement and all of your rights hereunder and thereunder shall inure to\nthe benefit of, and be enforceable by, your personal or legal representatives,\nexecutors, administrators, successors, heirs, distributees, devisees and\nlegatees.\n\n10.  Miscellaneous Provisions.\n     ------------------------ \n\n          (a)  At-Will Employment. The Company and you acknowledge that your\n               ------------------                                           \nemployment is and shall continue to be 'at will' and that your employment with\nthe Company may be terminated by Company or you at any time for any or no\nreason, or upon your death or disability. Upon your termination, you shall be\nentitled to payments or compensation and benefits only as provided in this\nAgreement. The rights and duties created by this Agreement may not be modified\nin any way except by a written agreement executed by you and by an officer of\nthe Company upon direction from the Board of Directors.\n\n          (b)  No Duty to Mitigate. You shall not be required to mitigate the\n               -------------------                                           \namount of any payment contemplated by this Agreement (whether by seeking new\nemployment or in any other manner), nor shall any such payment be reduced by any\nearnings that you may receive from any other source.\n\n          (c)  Whole Agreement. No agreements, representations or understandings\n               ---------------                                                  \n(whether oral or written end whether express or implied) which are not expressly\nset forth in this Agreement have been made or entered into by either party with\nrespect to the subject matter hereof. This Agreement supersedes any agreement of\nthe same title and concerning similar subject matter dated prior to the date of\nthis Agreement, and by execution of this Agreement both parties agree that any\nsuch predecessor agreement shall be deemed null and void.\n\n          (d)  Choice of Law. The validity, interpretation, construction and\n               -------------                                                \nperformance of this Agreement shall be governed by the laws of the State of\nCalifornia without reference to conflict of laws provisions.\n\n          (e)  Arbitration. Any dispute or controversy arising under or in\n               -----------                                                \nconnection with this Agreement may be settled at the option of either party by\nbinding arbitration in the County of Santa Clara, California, in accordance with\nthe rules of the American Arbitration Association then in effect. Judgment may\nbe entered on the arbitrator's award in any court having jurisdiction.\n\n          (f)  Employment Taxes. All payments made pursuant to this Agreement\n               ----------------                                              \nwill be subject to withholding of applicable income and employment taxes.\n\n                                       5\n\n \nRichard Previte\nJune 16, 1999\n\nYou should consult legal counsel prior to execution of this Agreement especially\nwith respect to the waiver and release provisions. You may also wish to review\nthis with financial counsel.\n\nI look forward to your continued employment with the Company.\n\nSincerely,\n\n\n\nW.J. Sanders, III\nChairman and Chief Executive Officer\n\n\n\nI ACCEPT AND AGREE TO THE ABOVE AS OF THE BELOW DATE:\n\n\n\n \n---------------------------------- ---------------\nRichard Previte                    Date\n\n                                       6\n\n \n                                   EXHIBIT A\n\n                                                                [AMD Letterhead]\n\n\n\nMr. Richard Previte\nPresident &amp; Chief Operating Officer\nAdvanced Micro Devices, Inc.\n\nDear Rich:\n\nI am pleased to confirm your participation in a special bonus program to reflect\nyour contributions as President &amp; Chief Operating Officer of Advanced Micro\nDevices, Inc. (the 'Company'), effective March 11, 1997. The substantive terms\nof your bonus are described below. If you agree to the terms outlined in this\nletter, please countersign the enclosed copy of this letter and return it to the\nCorporate Secretary.\n\n\n1. The amount of your bonus under the Company's 1996 Executive Incentive Plan\nwill be equal to three-tenths of one percent (.3%) of 'Adjusted Operating\nProfits' of the Company for each respective fiscal year of the Company in excess\nof twenty percent (20%) of the Adjusted Operating Profits for the Company's\nimmediately preceding fiscal year. 'Adjusted Operating Profits' of the Company\nare defined as operating income, as reported on the Company's financial\nstatements, increased for any pre-tax operating income and decreased for any\npre-tax operating loss from the Fujitsu Joint Venture (and by subsequent joint\nventures approved by the Board of Directors of the Company for these purposes)\nand increased by any expenses accrued for profit sharing plan contributions and\nbonuses under the Company's Executive Bonus Plan, including the bonus calculated\nhereunder.\n\n2. You will earn a bonus for 1997 and future years, so long as you remain\nPresident &amp; Chief Operating Officer, except as otherwise set forth in this\nletter. The provisions of this letter supersede any other bonus arrangements\nthat may be applicable to you.\n\n3. The maximum amount payable with respect to any one fiscal year shall be\nlimited to 300% of your base salary payable during that year. Any amount earned\nin excess of the maximum amount shall be carried over for up to three years.\nNotwithstanding the foregoing, the total amount payable with respect to each\nsuch fiscal year may not exceed the maximum amount payable pursuant to the\nCompany's 1996 Executive Incentive Plan for any fiscal year.\n\n4. In case of retirement, death or disability, or a change in title or current\nresponsibilities, your bonus will be prorated for the fiscal year only if you\nserved as President &amp; Chief Operating Officer for less than six months, if you\nserved as President &amp; Chief Operating Officer for six months or more, you will\nearn an amount based on operating results for the full fiscal year. For these\npurposes, 'disability' has\n\n                                       7\n\n \n                                                                      [AMD Logo]\nMr. Richard Previte\nPage 2\n\n\n\nthe same meaning as under the Executive Disability Plan at the time your\ndisability commences.\n\n\n5. The bonus will be paid following release of the Company's financial results\nfor the last quarter of each fiscal year referred to above. You must be employed\non the distribution date in order to receive your bonus or any carryover amount\nthen payable. The bonus will be paid provided you are still an employee on the\ndistribution date, even if you are no longer President &amp; Chief Operating\nOfficer.\n\n6. The Company reserves the right to modify or terminate this arrangement at its\nsole discretion with respect to future services.\n\nI look forward to continuing to work closely with you as we achieve our shared\nvision of an AMD that is truly world class in every respect.\n\nSincerely,\n\n\n\n \n\/s\/ W. J. Sanders III\n---------------------\nW. J. Sanders III\nChairman and Chief Executive Officer\n\n\n\nAGREED:\n\n\n\n\/s\/ Richard Previte            7-17-98\n--------------------------------------\nRichard Previte\nPresident &amp; Chief Operating Officer\n\n                                       8\n\n \n                                  Exhibit 'B'\n\n                            STOCK\/OPTION PROJECTION\n\n\n\nRich Previte             Target Annual Option Grant Vesting:   100,000\n------------             ---------------------------------------------\n\n\n\n                                                                                                   Vesting \nOutstanding       Type             Grant          Exercise      Vested thru   -----------------------------------------------------\n Shares         of Grant            Date           Price          3\/31\/99        1999      2000      2001      2002      2003\n-----------------------------------------------------------------------------------------------------------------------------------\n                                                                                              \n 45,000         Options            5\/22\/91        $13.00           45,000                 \n123,050         Options            12\/3\/91        $14.88          123,050        \n 25,000         Options            5\/18\/93        $28.50           25,000        \n152,500         Options            4\/27\/94        $26.88          152,500        \n100,000         Options             5\/8\/95        $35.88          100,000        \n100,000         Options           4\/25\/96         $18.75           50,000       50,000\n 25,000         PRS\/Optn           10\/12\/96       $ 0.01                                   25,000\n100,000         Options            4\/23\/97        $37.50           50,000       50,000\n 30,000         Options           04\/30\/98        $ 0.01                                   30,000\n100,000         Options           04\/30\/98        $27.75                                  100,000\n 30,000         Options           10\/14\/98        $ 0.01                                   30,000\n-----------------------------------------------------------------------------------------------------------------------------------\n830,550                         Subtotals                         545,550      100,000    185,000       0          0          0\n\n                                                                                \n\n                                       9\n\n \n                                   Exhibit C\n\n                                AMD Benefits for\n                                Richard Previte\n                                        \n\n.  AMD Health Plan--Employee and spouse\n\n.  AMD Dental Plan--Employee and spouse\n\n.  Employee Assistance Program (EAP)\n\n.  Cole Vision Discount Program\n\n.  Executive Long Term Disability Plan\n\n.  California Voluntary Short Term Disability Plan\n\n.  Executive Life Insurance--$2,000,000\n\n.  Accidental Death and Disability (AD&amp;D)--$350,000, spouse is covered for 45%\n\n.  Business Travel Accident Insurance\n\n.  Health Care Reimbursement Account\n\n.  Executive Physical Exam\n\n.  401(k) Retirement Saving Plan\n\n.  Cash and Deferred Profit Sharing Plan\n\n.  415 Excess Benefit Plan\n\n.  Executive Savings Plan\n\n.  Financial Planning Services\n\n.  Company Car Plan A\n\n.  Exempt Employee Sick Leave\n\n.  Vacation\n\n.  Holidays\n\n.  Sabbatical--The sabbatical must be taken in whole while employed on a full-\n   time basis by AMD. If a sabbatical is not completed by April 30, 2000, the\n   sabbatical is forfeited.\n\n                                       10\n\n \n                                                                       Exhibit C\n                                                                     (continued)\n\n\n\nContinuation of Benefits on Termination of Employment\n\nEffective as of midnight April 30, 2000, your participation in AMD's employee\nand officer benefits will end. However, certain benefits can or will be extended\nat that time, as follows:\n\n\nAMD Health, Dental &amp; Vision Plans\n\nYou can elect continued medical, dental and vision coverage for yourself and\nyour wife in accordance with federal 'COBRA' regulations upon your continued\npayment of the full monthly premiums, You may continue such insurance for up to\n18 months beyond April 30, 2000, or until you and your wife are covered by\nMedicare Part A, if earlier. Coverage under Medicare Parts A and B for yourself\nand your wife can start as early as February 1, 2000. AMD will pay your COBRA\npremium through December 31, 2000.\n\n\nHealth Care Reimbursement Account\n\nIf, at the date of your retirement, you are enrolled in a health care\nreimbursement account (as you are currently), you will have access to the\nbalance in that account through September 28, 2000 for eligible expense incurred\nprior to July 1, 2000.\n\n\nRetirement Savings Plan\n\nAlthough you will no longer be eligible to defer salary under this plan, you may\nelect to defer distribution of the account until you are age 70 1\/2. You will\nmaintain the right to change your investment options. You can transfer your\naccount at any time to a rollover IRA.\n\n\nProfit Sharing Program\n\nYou will be eligible for a pro rata share of any profit sharing contributions\nthat are approved for U.S. employees for the profit-sharing period ending June\n30, 2000. You may elect to defer distribution of your Deferred Profit Sharing\nPlan account until you are age 70 1\/2. You will maintain the right to change\nyour investment allocation. You can transfer your account at any time to a\nrollover IRA.\n\n\nExcess Section 415 Account\n\nYour account balance as of April 30, 2000 will be distributed in a lump sum\nwithin 90 days.\n\n\nRetirement Plan\n\nShould AMD adopt a retirement plan for officers and employees while you remain\nemployed by the company, you will be entitled to receive any lump sum or\ncontinuing annuity payments that may have accrued to you through the point of\nyour retirement.\n\n\nEmployee Stock Purchase Plan\n\nIf you are enrolled in this plan at the time of your retirement, any accrued but\nunused salary deductions will be returned to you in cash.\n\n                                       11\n\n \nExecutive Disability Plan\n\nShould you become disabled (as; defined by the insurance policy) before\nretirement, your plan benefits will continue while you are so disabled until you\nhave received 60 monthly payments, or, if earlier, until you have attained age\n70.\n\n\nExecutive Life Insurance\n\nYou may elect to continue your individual policy death benefits at your own\nexpense. Your election to continue must be made no later than May 28, 2000.\n\n\nExecutive Savings Plan\n\nYour accumulated principal and investment earnings will be distributed to you in\na single lump sum by October 31, 2000. If you wish to have your account\ndistributed in annual installments, your election must be filed no later than\nApril 30, 1999 (one year from your retirement date).\n\n\nOffice &amp; Administrative Support\n\nYou will be provided an office with the services of an executive assistant\nthrough December 31, 2000.\n\n                                       12\n\n \n                                   Exhibit D\n                                        \n                               AMD Benefits for\n                                Richard Previte\n                            During Leave of Absence\n\n\nContinuation of Benefits on Termination of Employment\n\nEffective as of midnight April 30, 200l, your participation in AMD's employee\nand officer benefits will end. However, certain benefits can or will be extended\nat that time, as follows:\n\n\nAMD Health, Dental &amp; Vision Plans\n\nYou can elect continued medical, dental and vision coverage for yourself and\nyour wife in accordance with federal 'COBRA' regulations, pursuant to paragraph\nfive of the Agreement. You may continue such insurance for up to 18 months\nbeyond April 30, 2001 or until you and your wife are covered by Medicare Part A,\nif earlier. Coverage under Medicare Parts A and B for yourself and your wife can\nstart as early as February 1, 2000.\n\n\nHealth Care Reimbursement Account\n\nIf, at the date of your retirement, you are enrolled in a health care\nreimbursement account (as you are currently), you will have access to the\nbalance in that account through September 30, 2001 for eligible expense incurred\nprior to July 1, 200l.\n\n\nRetirement Savings Plan\n\nAlthough you will no longer be eligible to defer salary under this plan, you may\nelect to defer distribution of the account until you are age 70 1\/2. You will\nmaintain the right to change your investment options. You can transfer your\naccount at any time to a rollover IRA.\n\n\nProfit Sharing Program\n\nYou will be eligible for a pro rata share of any profit sharing contributions\nthat are approved for U.S. employees for the profit-sharing period ending June\n30, 2001. You may elect to defer distribution of your Deferred Profit Sharing\nPlan account until you are age 701\/2. You will maintain the right to change your\ninvestment allocation. You can transfer your account at any time to a rollover\nIRA.\n\n\nExcess Section 415 Account\n\nYour account balance as of April 30, 2001 will be distributed in a lump within\n90 days.\n\n\nRetirement Plan\n\nShould AMD adopt a retirement plan for officers and employees while you remain\nemployed by the company, you will be entitled to receive any lump sum or\ncontinuing annuity payments that may have accrued to you through the point of\nyour retirement.\n\n\nEmployee Stock Purchase Plan\n\nIf you are enrolled in this plan at the time of your retirement, any accrued but\nunused salary deductions will be returned to you in cash.\n\n                                       13\n\n \nDisability Insurance\n\nYou will be covered by AMD's group executive disability insurance policy while\nyou are an active employee through April 30, 2000 and by the Advanced Micro\nDevices Disability Plan from May 1, 2000 through April 30, 2001. Should you\nbecome disabled (as defined by the insurance policy or AMD Disability Plan, as\napplicable) during this period, you will receive monthly benefits equal to 66\n2\/3% of your base monthly salary when combined with Social Security and state\ndisability benefits and other income continuation benefits from AMD. The maximum\nmonthly benefit under the insurance policy and the AMD Disability Plan is\n$15,000 and $ 10,000, respectively. While you are so disabled, monthly benefits\nwill be paid up to:\n\n\n       Maximum Monthly Benefits Duration                    If Disabled Under\n\n       60 months or to 70th birthday, if earlier            Insurance Policy\n\n       24 months if disabled at age 65                      AMD Disability Plan\n       21 months if disabled at age 66\n\n\nExecutive Life Insurance\n\nYou may elect to continue your individual policy death benefits at your own\nexpense. Your election to continue must be made no later than May 28, 2001.\n\n\nExecutive Savings Plan\n\nYour accumulated principal and investment earnings will be distributed to you in\na single lump sum by October 31, 2001. If you wish to have your account\ndistributed in annual installments, your election must be filed no later than\nApril 30, 2000 (one year from your retirement date).\n\n\nOffice &amp; Administrative Support\n\nYou will be provided an office with the services of an executive assistant\nthrough April 30, 2001.\n\n                                       14\n\n \n                                   EXHIBIT E\n                                        \n\n\n     THIS GENERAL RELEASE OF CLAIMS ('Release') is between RICHARD PREVITE\n('Executive') and ADVANCED MICRO DEVICES, INC. (the 'Company'), a Delaware\ncorporation, in accordance with the Agreement entered into by the parties as of\n_____________________ (this 'Agreement'). Unless otherwise defined herein, the\nterms defined in the Agreement shall have the same defined meanings in this\nRelease.\n\n\n\n     1.   Payment of Salary. The parties acknowledge and agree that as of\n          -----------------                                              \nExecutive's termination date, all accrued salary, bonuses and unpaid vacation\nwere paid to Executive. In light of the payment by Company of all wages due, or\nto be come due to Executive, California Labor Code Section 206.5 is not\napplicable to the parties hereto. Said Section provides in pertinent part:\n\n          No employer will require the execution of any release of any claim or\n          right on account of wages due, or to become due, or made as an advance\n          on wages to be earned, unless payment of such wages has been made.\n\n\n\n     2.   Release. Executive and Company, on behalf of themselves and their\n          -------                                                          \nrespective heirs, family members, executors, investors, Executives, officers,\ndirectors, agents, attorneys, legal successors, and assigns, hereby fully and\nforever release each other and their respective heirs, family members,\nexecutors, shareholders, from and agree not to sue concerning, any and all\nclaims, actions, obligations, duties, causes of action, whether now known or\nunknown, suspected or unsuspected, that either of them may possess based upon or\narising out of any matter, cause, fact, thing, act, or omission whatsoever\noccurring or existing at any time to and including the Effective Date\n(collectively, the 'Released Matters'), including without limitation,\n\n          (a) any and all claims relating to or arising from Executive's\n     employment relationship with Company and the termination of that\n     relationship;\n\n          (b) any and all claims relating to, or arising from, Executive's right\n     to purchase, or actual purchase of, shares of stock of Company, including,\n     without limitation, any claims of fraud, misrepresentation, breach of\n     fiduciary duty, breach of duty under applicable state corporate law, and\n     securities fraud under any state or federal law;\n\n          (c) any and all claims for wrongful discharge of employment;\n     termination in violation of public policy; discrimination; breach of\n     contract, both express and implied; breach of a covenant of good faith and\n     fair dealing, both express and implied; promissory estoppel; negligent or\n     intentional infliction of emotional distress; negligent or intentional\n     misrepresentation; negligent or intentional interference with contract or\n     prospective economic advantage; unfair business practices; defamation;\n     libel; slander; negligence; personal injury; assault; battery; invasion of\n     privacy; false imprisonment; and conversion.\n\n          (d) any and all claims for violation of any federal, state or\n     municipal statute, including, but not limited to, Title VII of the Civil\n     Rights Act of 1964, the Civil Rights\n\n                                       15\n\n \n     Act of 1991, the Age Discrimination in Employment Act of 1967, the\n     Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the\n     Executive Retirement Income Security Act of 1974, the Worker Adjustment and\n     Retraining Notification Act, Older Workers Benefit Protection Act, and the\n     California Fair Employment and Housing Act, and Labor Code section 201,\n     et.seq.;\n\n\n          (e) any and all claims for violation of the federal, or any state,\n     constitution;\n\n          (f) any and all claims arising out of any other laws and regulations\n     relating to employment or employment discrimination;\n\n          (g) any and all claims for attorneys' fees and costs; and\n\n          (h) any and all claims either Company or Executive may have against\n     the other for any acts by either occurring at any time, prior to the\n     execution of this Release.\n\n     Each of the parties agrees that the foregoing enumeration of claims\nreleased is illustrative, and the claims hereby released are in no way limited\nby the above recitation of specific claim, it being the intent of the parties to\nfully and completely release all claims whatsoever in any way relating to the\nExecutive's employment with Company and to the termination of such employment.\nEach of the parties agrees that the release set forth in this section will be\nand remain in effect in all respects as a complete general release as to the\nmatters released. This release does not extend to any obligations incurred under\nthe Agreement.\n\n              (i)  Executive represents that Executive has no lawsuits, claims\n     or actions pending in Executive's name, or on behalf of any other person or\n     entity, against Company or any other person or entity referred to herein.\n     Executive also represents that Executive does not intend to bring any\n     claims on Executive's own behalf against Company or any other person or\n     entity referred to herein.\n\n              (ii) Executive represents that Executive is not aware of any\n     claim by Executive other than the claims that are released by this Release.\n     Executive acknowledges that Executive has been advised by legal counsel and\n     is familiar with Section 1542 of the Civil Code of the State of California,\n     which states:\n\n              A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n              DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF\n              EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY\n              AFFECTED HIS SETTLEMENT WITH THE DEBTOR.\n\n     Executive expressly waives any right or benefit which Executive has or may\nhave under Section 1542 of the California Civil Code or any similar provision of\nthe statutory or non-statutory law of any other jurisdiction, including\nDelaware, to the full extent that Executive may lawfully waive those rights and\nbenefits pertaining to the subject matter of this Release. The parties,\nacknowledge that in the future they may discover claims or facts in addition to\nor different\n\n                                       16\n\n \nfrom those that they now know or believe to exist with respect to the subject\nmatter of this Release, and that each of Executive and Company intend to fully,\nfinally, and forever settle all of the Released Matters in exchange for the\nbenefits forth in this Release and in the Agreement. This Release will remain in\neffect as a full and complete release notwithstanding the discovery or existence\nof any additional claims or facts.\n\n\n     3.   Indemnification. This Release shall not apply with respect to any\n          ---------------                                                   \nclaims arising under Executive's existing rights to indemnification and defense\npursuant to the articles and bylaws of Company for acts as a director and\/or\nofficer or to Executive's rights of insurance under any director and officer\nliability policy in effect covering Company's directors and officers. AMD agrees\nto maintain any such director and officer liability policy in effect with\nrespect to Executive for services performed by him as an officer to the same\nextent as other Company officers.\n\n     4.   Acknowledgment of Waiver of Claims under ADEA. Executive acknowledges\n          ----------------------------------------------                        \nthat Executive is waiving and releasing any rights Executive may have under the\nAge Discrimination Employment Act of 1967 ('ADEA') and that this waiver and\nrelease is knowing and voluntary. Executive and Company agree that this waiver\nand release does not apply to any rights or claims that may arise under ADEA\nafter the Effective Date of this Release, Executive acknowledges that the\nconsideration given for this waiver and release agreement is in addition to\nanything of value to which Executive was already entitled, Executive further\nacknowledges that Executive has been advised by this writing that:\n\n          (a) Executive should consult with an attorney prior to executing this\n     Release;\n\n          (b) Executive has at least twenty-one (21) days within which to\n     consider this Release, although Executive may accept the terms of this\n     Release at any time within those 21 days;\n\n          (c) Executive has at least seven (7) days following the execution of\n     this Release by the parties to revoke this, Release; and\n\n          (d) This Release will not be effective until the revocation period has\n     expired.\n\n\n\n     5.   Voluntary Execution of Agreement. This Release is executed voluntarily\n          --------------------------------                                      \nand without any duress or undue influence on the part or behalf of the parties\nhereto, with the full intent of releasing all claims. The parties acknowledge\nthat:\n\n          (a) they have read this Release;\n\n          (b) they have been represented in the preparation, negotiation, and\n     execution of this Release by legal counsel of their own choice or that they\n     have voluntarily declined to seek such counsel;\n\n          (c) they understand the terms and consequences of this Release and of\n     the releases it contains;\n\n                                       17\n\n \n          (d) they are fully aware of the legal and binding effect of this\n              Release.\n\n              EXECUTIVE UNDERSTANDS THAT EXECUTIVE MAY CONSULT WITH AN ATTORNEY\n              BEFORE SIGNING THIS RELEASE AND UNDERSTANDS THAT EXECUTIVE IS\n              GIVING UP AND LEGAL CLAIMS EXECUTIVE HAS AGAINST COMPANY BY\n              SIGNING THIS RELEASE. EXECUTIVE FURTHER ACKNOWLEDGES THAT\n              EXECUTIVE DOES SO KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE\n              FOR THE BENEFITS DESCRIBED IN SECTION 2 OF THE AGREEMENT.\n\n\n\nExecutive:                             Advances Micro Devices, Inc.\n\nRICHARD PREVITE\n\n\n\n-----------------------------          ------------------------------ \nSignature                              By:\n                                       Title: Senior Vice President,\n                                              Human Resources\n\nDate:________________________          Date:_________________________\n\n                                       18\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9544],"class_list":["post-38877","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38877","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38877"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38877"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38877"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38877"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}