SEPARATION AGREEMENT AND RELEASE<\/p>\n
This Separation Agreement and Release (this “Separation Agreement”) is
\nentered into by and between Derrick Meyer (“Executive” or “you”) and Advanced
\nMicro Devices, Inc., a Delaware corporation (the “Company”), and confirms the
\nagreement that has been reached with you in connection with your separation from
\nthe Company.<\/p>\n
1. Termination of Employment. <\/em>You agree that your separation shall 2. Separation Pay and Benefits.<\/em> In consideration of your execution (a) On the first business day following the six-month anniversary of the (b) If you timely elect continued group medical and dental coverage pursuant – 1 –<\/p>\n<\/p>\n insurance coverage comparable to the life insurance coverage provided to you (c) On the Separation Date, each of your outstanding options to acquire – 2 –<\/p>\n<\/p>\n (d) On the Separation Date, each of the outstanding restricted stock units 3. Accrued Benefits.<\/em> You will be entitled to receive (a) your full 4. Financial and Tax Planning<\/em>. The Company will reimburse you for 5. Indemnification; Liability Insurance<\/em>. For nine (9) years 6. No Other Payments or Benefits.<\/em> You acknowledge and agree that, – 3 –<\/p>\n<\/p>\n welfare, retirement, perquisite, fringe benefit, or other benefit plan 7. Continuing Obligations<\/em>. You acknowledge and affirm your 8. Nondisparagement<\/em>. Each of Company and Executive agree that it or 9. Noncompetition Covenant<\/em>. Executive agrees that for a period of 10. Nonsolicitation Covenant<\/em>. Executive agrees that for a period of (a) Solicit Business<\/em>. Solicit or influence or attempt to influence (b) Solicit Personnel<\/em>. Solicit or influence or attempt to influence – 4 –<\/p>\n<\/p>\n or otherwise cease his employment or consulting relationship with the Company 11. Company Property. <\/em>On or prior to the Separation Date, you shall 12. Failure of Consideration<\/em>. You acknowledge and agree that your 13. Cooperation. <\/em>Prior to and after the Separation Date, you agree – 5 –<\/p>\n<\/p>\n 14. Taxes<\/em>. The parties hereto acknowledge and agree that the form 15. Release<\/em>.<\/p>\n (a) You agree that, in consideration of this Separation Agreement, you hereby – 6 –<\/p>\n<\/p>\n Commission on Human Rights Act; any contract of employment, express or Notwithstanding the foregoing, nothing contained in this paragraph 15(a) (b) By signing this Separation Agreement, you represent that you have not and (c) In accordance with the ADEA release contained in Exhibit A hereto (the 16. Enforcement<\/em>. If any provision of this Separation Agreement is – 7 –<\/p>\n<\/p>\n or enforcing in part that aspect of the provision found overbroad or 17. No Admission. <\/em>This Separation Agreement is not intended, and 18. Tax Withholding<\/em>. All payments, benefits and other amounts made 19. Successors<\/em>. This Separation Agreement is binding upon, and shall 20. Choice of Law. <\/em>This Separation Agreement shall be construed and 21. Entire Agreement.<\/em> You acknowledge that this Separation Agreement 22. Effective Date. <\/em>You may accept this Separation Agreement by – 8 –<\/p>\n<\/p>\n including but not limited to the obligation of the Company hereunder to 23. Headings. <\/em>The headings used herein are for the convenience of 24. Counterparts. <\/em>This Separation Agreement may be executed in one – 9 –<\/p>\n<\/p>\n IN WITNESS WHEREOF, the parties have executed this Separation Agreement as of Signatures:<\/p>\n<\/td>\n \/s\/ Derrick R. Meyer<\/p>\n<\/td>\n Date:<\/p>\n<\/td>\n 10-Jan-2011<\/p>\n<\/td>\n<\/tr>\n Derrick Meyer<\/p>\n<\/td>\n ADVANCED MICRO DEVICES, INC.<\/p>\n<\/td>\n By:<\/p>\n<\/td>\n \/s\/ Thomas Seifert<\/p>\n<\/td>\n Date:<\/p>\n<\/td>\n 1\/28\/11<\/p>\n<\/td>\n<\/tr>\n Name:<\/p>\n<\/td>\n Thomas Seifert<\/p>\n<\/td>\n Title:<\/p>\n<\/td>\n CFO<\/p>\n<\/td>\n – 10 –<\/p>\n<\/p>\n EXHIBIT A<\/p>\n WAIVER OF RIGHTS UNDER THE <\/em><\/p>\n AGE DISCRIMINATION AND EMPLOYMENT ACT <\/em><\/p>\n Derrick Meyer (“Executive” or “you”) knowingly and voluntarily, on behalf of The Company has advised you to consult with an attorney of your choosing You shall have twenty-one (21) days to consider this ADEA Release, and once IN WITNESS WHEREOF, the Executive has executed this ADEA Release as of the \/s\/ Derrick R. Meyer<\/p>\n<\/td>\n<\/tr>\n Derrick Meyer<\/p>\n<\/td>\n<\/tr>\n 10-Jan-2011<\/p>\n<\/td>\n<\/tr>\n Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n – 11 –<\/p>\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":[9539,9551],"class_list":["post-40457","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40457","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=40457"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40457"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40457"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40457"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nbe effective as of January 10, 2011 (the “Separation Date”), and as of such date
\n(a) you shall cease to be employed in any capacity by, and shall no longer hold
\nany office or position with, any of the Company and each and every subsidiary,
\nparent or other affiliated entity of the Company, and (b) under that certain
\nEmployment Agreement dated effective as of July 17, 2008, by and between you and
\nthe Company, as amended by that certain Amendment to Employment Agreement
\nentered into as of January 20, 2009, between you and the Company (collectively,
\nthe “Employment Agreement”), you experienced a “Covered Termination” (as defined
\nin the Employment Agreement), and subject to the terms and conditions set forth
\nin this Separation Agreement, you are entitled to receive the severance and
\nother benefits specified in Section 5(a) of the Employment Agreement, provided
\nthat you first comply with the provisions of said Section 5(a) of the Employment
\nAgreement. As of the Separation Date you shall also resign, and hereby resign,
\nas a member of the Board of Directors of the Company and every committee thereof
\n(as well as of the board of directors or comparable body of every subsidiary,
\nparent or other affiliated entity of the Company and every committee thereof).
\nYou further agree to execute promptly upon request by the Company any additional
\ndocuments requested by the Company to effectuate or further evidence the
\nprovisions of this paragraph 1.<\/p>\n
\nof this Separation Agreement and your compliance with its terms and conditions,
\nthe Company agrees to pay or provide you (subject to the terms and conditions
\nset forth in this Separation Agreement) with the benefits described in this
\nparagraph 2.<\/p>\n
\nSeparation Date, the Company shall pay you an aggregate amount equal to
\n$8,550,000.00 (plus interest earned on such amount calculated based on the then
\napplicable short-term Applicable Federal Rate for federal tax purposes) (the
\n“Separation Amount”), less applicable withholdings, in full satisfaction of the
\nCompany’s obligations under Section 5(a)(ii) of the Employment Agreement. In the
\nevent of your death prior to payment under this paragraph 2(a), such amount
\nshall be paid to your estate on the fifth business day following your date of
\ndeath.<\/p>\n
\nto the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
\n(“COBRA”), the Company will reimburse you for the COBRA premium payments for you
\nand your eligible dependents under the Company’s group medical and dental plans
\nfor the period of eighteen (18) months following the Separation Date. With
\nrespect to life<\/p>\n<\/p>\n
\n
\nby the Company as in effect on the Separation Date, you shall pay the full cost
\nof such coverage and the Company will reimburse you for the amount of such cost
\nthat is in excess of the then active employee cost for such coverage when
\nprovided by the Company to an active employee. In addition, the Company will pay
\nas additional tax withholding remitted to the appropriate taxing authority an
\namount or amounts (the “Gross-up Amounts”) calculated to pay any income and
\nemployment taxes due as a result of such reimbursements by the Company for such
\nCOBRA premium payments and cost of life insurance coverage. The Gross-up Amounts
\nshall be calculated by the Company to place you in the same after-tax position
\nas if such reimbursements by the Company were not subject to such taxes. The
\nreimbursements and payments provided for in this paragraph 2(b) are in full
\nsatisfaction of the Company’s obligations under Section 5(a)(v) of the
\nEmployment Agreement. Any reimbursements that are required under this
\nparagraph 2(b) shall be made on a regular, periodic basis within thirty
\n(30) days after such reimbursable amounts are incurred by you; provided that,
\nbefore such reimbursement, you have submitted or the Company possesses the
\napplicable and appropriate evidence of such expense(s). Any reimbursements
\nprovided during one calendar year will not affect the expenses eligible for
\nreimbursement in any other calendar year (with the exception of applicable
\nlifetime maximums applicable to medical expenses or medical benefits described
\nin Section 105(b) of the Internal Revenue Code of 1986, as amended (the
\n“Code”)), and the right to reimbursement under this paragraph 2(b) shall not be
\nsubject to liquidation or exchange for another benefit or payment.
\nNotwithstanding the foregoing, any reimbursements required under this
\nparagraph 2(b) that otherwise would have been paid or provided during the
\nsix-month period following the Separation Date shall, during such six-month
\nperiod, be accumulated and paid in a lump sum to you on the first business day
\nfollowing the six-month anniversary of the Separation Date or, if applicable to
\nyour estate, on the fifth business day following your date of death. The
\nGross-Up Amounts shall be remitted to the appropriate taxing authority at such
\ntimes as required under applicable law.<\/p>\n
\nshares of common stock of the Company that is unvested as of the Separation Date
\nshall become vested and exercisable with respect to 100% of the shares of common
\nstock of the Company subject thereto, any restrictions on such options shall
\nfully lapse, and such options may be exercised by you on or before the earlier
\nof the fifth (5th<\/sup>) anniversary of the Separation Date and the
\nexpiration date of such option. Each of your outstanding options to acquire
\nshares of common stock of the Company that is vested and exercisable as of the
\nSeparation Date may be exercised by you on or before the earlier of the fifth
\n(5th<\/sup>) anniversary of the Separation Date and the expiration date of
\nsuch option. Any of the foregoing options that you fail to exercise on or before
\nthe earlier of the fifth (5th<\/sup>) anniversary of the Separation Date and
\nthe expiration date of such option will expire and be forfeited at such time
\nwithout consideration. The foregoing provisions of this paragraph 2(c), together
\nwith the provisions of paragraph 2(d), are in full satisfaction of the Company’s
\nobligations under Section 5(a)(iv) of the Employment Agreement.<\/p>\n<\/p>\n
\n
\npreviously granted to you by the Company that is unvested as of the Separation
\nDate shall become vested with respect to 100% of the shares of common stock of
\nthe Company subject thereto and any restrictions on such restricted stock units
\nshall fully lapse, and all of such restricted stock units shall be settled
\nwithin thirty (30) days following the Separation Date, less applicable
\nwithholdings, in accordance with the provisions of the Company’s 2004 Equity
\nIncentive Plan, as amended and restated, and the applicable restricted stock
\nunit agreement.<\/p>\n
\nearned but unpaid base salary accrued through the Separation Date, (b) cash
\npayment for any accrued but unused vacation days, (c) unreimbursed business
\nexpenses (in accordance with usual Company policies and practice), to the extent
\nnot heretofore paid, (d) vested amounts payable to you under the Company’s
\n401(k) plan and other retirement, deferred compensation and benefits plans in
\naccordance with the terms of such plans and applicable law, and (e) any other
\namounts to which you are entitled under and in accordance with the terms of any
\nother compensation plan or practice of the Company on the Separation Date, in
\neach event subject to applicable withholdings. For the avoidance of doubt, you
\nacknowledge and agree that you are not entitled to receive the February 15,
\n2011, installment of stock options covering 143,750 shares of the common stock
\nof the Company or any annual incentive or performance based cash bonus for the
\nCompany’s 2010 fiscal year. The amounts provided for in this paragraph 2(b) are
\nin full satisfaction of the Company’s obligations under Section 5(a)(i) of the
\nEmployment Agreement.<\/p>\n
\npersonal financial planning services up to $4,000.00 for twelve (12) months
\nfollowing the Separation Date. Any such reimbursement shall be made on or before
\nthe last day of the calendar year following the calendar year in which the
\nexpense being reimbursed was incurred. The reimbursements provided for in this
\nparagraph 4 are in full satisfaction of the Company’s obligations under
\nSection 5(a)(iii) of the Employment Agreement.<\/p>\n
\nfollowing the Separation Date (or such longer period, if any, as may be provided
\nunder the Company’s Certificate of Incorporation and Bylaws) (a) you will
\ncontinue to be indemnified under the Company’s Certificate of Incorporation and
\nBylaws at least to the same extent as prior to the Separation Date, and (b) you
\nshall be covered by the directors’ and officers’ liability insurance, the
\nfiduciary liability insurance and the professional liability insurance policies
\nthat are the same as, or provide coverage at least equivalent to, those the
\nCompany carried as of the Separation Date.<\/p>\n
\nother than the payments and benefits expressly set forth in this Separation
\nAgreement, (a) you have received all compensation to which you are entitled from
\nthe Company, and you are not entitled to any other payments or benefits from the
\nCompany, and (b) after the Separation Date, you shall not receive any base
\nsalary, annual bonus, other cash compensation, long term incentive award,
\noptions, restricted stock, restricted stock units or other equity awards,
\nexpense reimbursement,<\/p>\n<\/p>\n
\n
\ncoverage or coverage under any other practice, policy or program as may be in
\neffect from time to time, applying to senior officers or other employees of the
\nCompany.<\/p>\n
\ncontinuing obligations under the Proprietary Information and Invention
\nAssignment Agreement you signed on November 13, 1995 (the “Confidentiality
\nAgreement”). For the avoidance of doubt, (i) any information relating to the
\nantitrust litigation between the Company and Intel Corporation\/Intel Kabushiki
\nKaisha that was settled in November 2009 or any other antitrust\/anti-competitive
\npractice trials, inquiries or proceedings, whether government, private party,
\ncriminal or civil, anywhere in the world in which the Company Entities are or
\nwere involved in any way during your employment with the Company shall be deemed
\nto be confidential and proprietary information, (ii) you agree to keep
\nconfidential and not to disclose or use, either directly or indirectly, such
\nconfidential or proprietary information, without the prior written consent of
\nthe Board of Directors of the Company, or until the information otherwise
\nbecomes public knowledge (other than by acts of Executive or his agents or
\nrepresentatives).<\/p>\n
\nhe will not at any time orally or in writing defame or intentionally make,
\npublish or disseminate disparaging remarks that could reasonably be expected to
\nhave an adverse impact on the business reputation or prospects of the other
\nparty, including any of their respective administrators, affiliates, divisions,
\nsubsidiaries, predecessor and successor corporations, and assigns, except as may
\nbe required by judicial or administrative order or legal process.<\/p>\n
\ntwo (2) years after the Separation Date, without the prior written consent of
\nthe Board of Directors of the Company, Executive will not carry on any business
\nor activity (whether directly or indirectly, as a partner, shareholder,
\nprincipal, agent, director, affiliate, employee or consultant) that is
\ncompetitive with the business conducted by the Company (as conducted now or
\nduring the term of the Employment Agreement), or engage in any other activities
\nthat conflict with Executive’s obligations to the Company.<\/p>\n
\ntwo (2) years after the Separation Date, without the prior written consent of
\nthe Board of Directors of the Company, Executive will not do any of the
\nfollowing:<\/p>\n
\nany client, customer or other person, either directly or indirectly, to direct
\nhis, her or its purchase of the Company’s products and\/or services to any
\nperson, firm, corporation, institution or other entity in competition with the
\nbusiness of the Company; and<\/p>\n
\nany person employed by the Company or any consultant then retained by the
\nCompany to terminate<\/p>\n<\/p>\n
\n
\nor become an employee of or consultant to any competitor of the Company.<\/p>\n
\nreturn to the Company all Company property in your possession or use, including,
\nwithout limitation, all automobiles, fax machines, printers, cell phones, credit
\ncards, building-access cards and keys, other electronic equipment, and any
\nrecords, documents, software, e-mails or other data from your personal computers
\nor laptops which are not themselves Company property, however stored, relating
\nto the Company’s confidential information.<\/p>\n
\nobligations under paragraphs 7, 8, 9, and 10 are material inducements for, and a
\nsubstantial portion of, the consideration for the Company agreeing to pay and
\nprovide you with the benefits described in paragraphs 2 and 4 and that such
\nobligations restate and continue valid, binding and existing obligations under
\nthe Employment Agreement. You further acknowledge and agree that the Company
\nwould be irreparably injured by a violation by you of paragraphs 7, 8, 9, and\/or
\n10, and that in the event of any breach or threatened breach by you of
\nparagraphs 7, 8, 9, and\/or 10, (i) you shall not be entitled to receive the
\nbenefits described in paragraphs 2 and 4, and (ii) if, and to the extent, such
\nbreach or threatened breach occurs after you have received all or any portion of
\nthe benefits described in paragraphs 2 and 4, you agree that the Company will be
\nentitled to enjoin any such breach or threshold breach and you agree to
\nimmediately return such benefits to the Company, not as a penalty or forfeiture,
\nand the Company shall, in addition to any other legal and equitable remedies
\navailable to it, be entitled to recover such benefits from you not as a penalty
\nor forfeiture, plus attorneys fees and other costs incurred by the Company in
\nobtaining such relief.<\/p>\n
\nthat you will reasonably cooperate with the Company, its subsidiaries and
\naffiliates, at any level, and any of their officers, directors, shareholders, or
\nemployees: (a) concerning requests for information about the business of the
\nCompany or its subsidiaries or affiliates or your involvement and participation
\ntherein, (b) in connection with any investigation or review by the Company or
\nany federal, state or local regulatory, quasi-regulatory or self-governing
\nauthority (including, without limitation, the Securities and Exchange
\nCommission) as any such investigation or review relates to events or occurrences
\nthat transpired while you were employed by the Company and (c) with respect to
\ntransition and succession matters. Your cooperation shall include, but not be
\nlimited to (taking into account your personal and professional obligations,
\nincluding those to any new employer or entity to which you provide services),
\nbeing available to meet and speak with officers or employees of the Company
\nand\/or the Company’s counsel at reasonable times and locations, executing
\naccurate and truthful documents and taking such other actions as may reasonably
\nbe requested by the Company and\/or the Company’s counsel to effectuate the
\nforegoing. You shall be entitled to reimbursement, upon receipt by the Company
\nof suitable documentation, for reasonable and necessary travel and other
\nexpenses which you may incur at the specific request of the Company and as
\napproved by the Company in advance and in accordance with its policies and
\nprocedures established from time to time.<\/p>\n<\/p>\n
\n
\nand timing of the Separation Amount and the other payments and benefits to be
\nprovided pursuant to this Separation Agreement are intended to comply with one
\nor more exceptions to the requirements of Section 409A of the Code and
\napplicable Treasury Regulations thereunder (“Section 409A”), including the
\nrequirement for a six-month suspension on payments to “specified employees” as
\ndefined in Section 409A that are not otherwise permitted to be paid within the
\nsix-month suspension period. The parties hereto further acknowledge and agree
\nthat for purposes of Section 409A you do not have discretion with respect to the
\ntiming of the payment of any amounts provided under this Separation Agreement.
\nNotwithstanding any provision of this Separation Agreement to the contrary, the
\nCompany, its affiliates, subsidiaries, successors, and each of their respective
\nofficers, directors, employees and representatives, neither represent nor
\nwarrant the tax treatment under any federal, state, local, or foreign laws or
\nregulations thereunder (individually and collectively referred to as the “Tax
\nLaws”) of any payment or benefits contemplated by this Separation Agreement
\nincluding, but not limited to, when and to what extent such payments or benefits
\nmay be subject to tax, penalties and interest under the Tax Laws.<\/p>\n
\nwaive, release and forever discharge any and all claims and rights of any kind,
\nwhether known or unknown, suspected or unsuspected, and whether or not concealed
\nor hidden, which you ever had, now have or may have against the Company and any
\nof its subsidiaries or affiliated companies, and their respective predecessors
\nin interest, successors and assigns, current and former officers, agents,
\ndirectors, stockholders, representatives, attorneys, insurers, employees,
\nbenefits committees, employee benefit programs and the trustees, administrators,
\nfiduciaries and insurers of such programs, and their respective successors and
\nassigns, heirs, executors and personal and legal representatives, based on any
\nact, event or omission occurring before you execute this Separation Agreement
\narising out of, during or relating to your employment or services with the
\nCompany or the termination of such employment or services, except as provided
\nbelow. This waiver and release includes, but is not limited to, any claims or
\nrights which could be asserted now or in the future, under: common law,
\nincluding, but not limited to, breach of express or implied duties, wrongful
\ntermination, defamation, or violation of public policy; any policies, practices,
\nor procedures of the Company; any federal, state or local laws, statutes,
\nregulations, rules, ordinances, executive orders or other legal restrictions,
\nincluding, but not limited to, Title VII of the Civil Rights Act of 1964, as
\namended, 42 U.S.C. \u00a72000e et seq.<\/em>, the Civil Rights Act of 1866 and
\n1871, the Americans With Disabilities Act, 42 U.S.C. \u00a712101 et seq.<\/em>,
\nthe Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. \u00a71001 et
\nseq.<\/em> (excluding those rights relating exclusively to employee pension
\nbenefits as governed by ERISA), the Family and Medical Leave Act, 29 U.S.C.
\n \u00a72601 et. seq.,<\/em> the Equal Pay Act, the National Labor Relations Act,
\nthe Fair Labor Standards Act, the Worker Adjustment and Retraining and
\nNotification Act, the Texas Labor Code, the Texas Payday Law, and the Texas<\/p>\n<\/p>\n
\n
\nimplied; and any provision of any other law, common or statutory, of the United
\nStates, Texas, or any applicable state or local jurisdiction.<\/p>\n
\nshall (i) subject to paragraphs 15(b) and 15(c) and the ADEA Release at
\nExhibit A, impair any rights or potential claims that you may have under the
\nfederal Age Discrimination in Employment Act of 1967 (the “ADEA”); (ii) be
\nconstrued to prohibit you from bringing appropriate proceedings to enforce this
\nSeparation Agreement; (iii) subject to the limitations set forth in paragraph 5
\nherein, affect any rights of defense or indemnification, or to be held harmless,
\nor any coverage under directors’ and officers’ liability insurance or any other
\ninsurance or rights or claims of contribution or advancement of expenses that
\nyou have; or (iv) affect any rights as a shareholder of the Company that you
\nhave.<\/p>\n
\nwill not in the future commence any action or proceeding arising out of the
\nmatters released hereby, and that you will not seek or be entitled to any award
\nof legal or equitable relief in any such action or proceeding that may be
\ncommenced on your behalf. This Separation Agreement shall not prevent you from
\nfiling a charge with the Equal Employment Opportunity Commission (or similar
\nstate or local agency) or participating in any investigation conducted by the
\nEqual Employment Opportunity Commission (or similar state or local agency);
\nprovided<\/em>, however<\/em>, you acknowledge and agree that any claims
\nfor personal relief in connection with such a charge or investigation (such as
\nreinstatement or monetary damages) would be and hereby are barred. The Company
\nhas advised you to consult with an attorney of your choosing prior to signing
\nthis Separation Agreement. You represent that you understand and agree that you
\nhave the right and have been given the opportunity to review this Separation
\nAgreement and the ADEA Release (defined below) with an attorney.<\/p>\n
\n“ADEA Release”), you shall have twenty-one (21) days from the date of this
\nSeparation Agreement to consider the ADEA Release and, once you have signed the
\nADEA Release, you shall have seven (7) additional days from the date of
\nexecution to revoke your consent to the ADEA Release. Any such revocation shall
\nbe made in writing so as to be received by the Company prior to the eighth
\n(8th<\/sup>) day following your execution of the ADEA Release. If no such
\nrevocation occurs, the ADEA Release shall become effective on the eighth
\n(8th<\/sup>) day following your execution, no earlier than the Separation
\nDate, of the ADEA Release (the “Effective Date”).<\/p>\n
\nheld by a court of competent jurisdiction to be illegal, void or unenforceable,
\nsuch provision shall have no effect; however, the remaining provisions shall be
\nenforced to the maximum extent possible. Further, if a court should determine
\nthat any portion of this Separation Agreement is overbroad or unreasonable, such
\nprovision shall be given effect to the maximum extent possible by narrowing<\/p>\n<\/p>\n
\n
\nunreasonable. In addition, you agree that your willful and knowing failure to
\nreturn to the Company property that relates to the maintenance of security of
\nthe Company Entities and each of their successors and assigns, or your breach or
\nthreatened breach of paragraph 7, 8, 9, or 10 of this Separation Agreement,
\nshall entitle the Company to obtain from any court of competent jurisdiction, in
\naddition to any other remedies, a restraining order, injunction or other
\nequitable relief without the necessity of a hearing or posting a bond.<\/p>\n
\nshall not be construed, as an admission that either you or any of the Company,
\nits subsidiaries and affiliates, their respective past and present directors and
\nofficers, and their successors and assigns (collectively, the “Company Entities
\nand Persons”) have violated any federal, state or local law (statutory or
\ndecisional), ordinance or regulation, breached any contract or committed any
\nwrong whatsoever.<\/p>\n
\nor provided pursuant to this Separation Agreement will be subject to withholding
\nof applicable federal, state and local taxes.<\/p>\n
\ninure to the benefit of, the parties and their respective heirs, executors,
\nadministrators, successors and assigns.<\/p>\n
\nenforced in accordance with the laws of the State of Texas without regard to the
\nprinciples of conflicts of law.<\/p>\n
\nconstitutes the complete understanding between the Company and you regarding its
\nsubject matter and supersedes any and all prior written, and prior or
\ncontemporaneous oral, agreements, understandings, and discussions, whether
\nwritten or oral, between you and any of the Company Entities and Persons,
\nincluding the Employment Agreement; provided<\/em>, however<\/em>, that
\nnotwithstanding the foregoing, the Confidentiality Agreement shall remain in
\nfull force and effect in accordance with its terms. No other promises or
\nagreements shall be binding on the Company unless in writing and signed by both
\nthe Company and you after the date of this Separation Agreement.<\/p>\n
\nsigning it and returning it to the Company’s General Counsel, Harry Wolin, at
\nAdvanced Micro Devices, Inc., 7171 Southwest Pkwy, Austin, Texas 78735, e-mail
\naddress: harry.wolin@amd.com. The effective date of this Separation Agreement
\nshall be the date it is signed by both parties, provided that the provisions of
\nparagraph 2 shall not become effective until the Effective Date, as defined in
\nparagraph 15(c). In the event you do not accept this Separation Agreement
\n(including the ADEA Release) as set forth in this paragraph 22, this Separation
\nAgreement,<\/p>\n<\/p>\n
\n
\nprovide the payments and other benefits described herein, shall be deemed
\nautomatically null and void.<\/p>\n
\nreference only, do not constitute part of this Separation Agreement and shall
\nnot be deemed to limit or otherwise affect any of the provisions of this
\nSeparation Agreement.<\/p>\n
\nor more counterparts, including emailed or telecopied facsimiles, each of which
\nshall be deemed an original, but all of which together shall constitute one and
\nthe same instrument.<\/p>\n<\/p>\n
\n
\nthe date set forth below.<\/p>\n<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n \n <\/td>\n \n \n <\/td>\n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n \n <\/td>\n \n \n <\/td>\n <\/td>\n \n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n
\nyourself and your agents, attorneys, successors, assigns, heirs and executors,
\nreleases and forever discharges Advanced Micro Devices, Inc., a Delaware
\ncorporation (the “Company”), and all of its subsidiaries and affiliates,
\ntogether with all of their respective past and present directors, managers,
\nofficers, shareholders, partners, employees, agents, attorneys and servants,
\nrepresentatives, administrators and fiduciaries (except that in the case of
\nagents, representatives, administrators, attorneys and fiduciaries, only to the
\nextent in any way related to his or her employment with, or the business affairs
\nof the Company) and each of their predecessors, successors and assigns
\n(collectively, the “Releasees”) from any and all claims, charges, complaints,
\npromises, agreements, controversies, liens, demands, causes of action,
\nobligations, suits, disputes, judgments, debts, bonds, bills, covenants,
\ncontracts, variances, trespasses, executions, damages and liabilities of any
\nnature whatsoever relating in any way to your rights under the Age
\nDiscrimination in Employment Act of 1967, as amended (the “ADEA”), whether known
\nor unknown, suspected or unsuspected, which you or your executors,
\nadministrators, successors or assigns ever had, now have, or may hereafter claim
\nto have against the Releasees in law or equity, arising on or before the date
\nthis ADEA Release (as defined below) is executed by you, and whether or not
\npreviously asserted before any state or federal court or before any state or
\nfederal agency or governmental entity (the “ADEA Release”). This ADEA Release
\nincludes, without limitation, any rights or claims relating in any way to your
\nemployment relationship with the Company or any of the Releasees, or the
\ntermination thereof, arising under the ADEA, including compensatory damages,
\npunitive damages, attorney’s fees, costs, expenses, and any other type of damage
\nor relief. You represent that you have not commenced or joined in any claim,
\ncharge, action or proceeding whatsoever against the Company or any of the
\nReleasees arising out of or relating any of the matters set forth in this ADEA
\nRelease. You further agree that you shall not be entitled to any personal
\nrecovery in any claim, charge, action or proceeding whatsoever against the
\nCompany or any of the Releasees for any of the matters set forth in this ADEA
\nRelease.<\/p>\n
\nprior to signing this ADEA Release. You represent that you understand and agree
\nthat you have the right and have been given the opportunity to review this ADEA
\nRelease with an attorney. You further represent that you understand and agree
\nthat the Company is under no obligation to offer you this ADEA Release, and that
\nyou are under no obligation to consent to the ADEA Release, and that you have
\nentered into this ADEA Release freely and voluntarily.<\/p>\n
\nyou have signed this ADEA Release, you shall have seven (7) additional days from
\nthe date of execution to revoke your consent to this ADEA Release. Any such
\nrevocation shall be made in writing so as to be received by the Company’s
\nGeneral Counsel prior to the eighth (8th<\/sup>) day following your
\nexecution of this ADEA Release. If no such revocation occurs, this ADEA Release
\nshall become effective on the eighth (8th<\/sup>) day following your
\nexecution of this ADEA Release (the “Effective Date”). In the event that you
\nrevoke your consent, this ADEA Release shall be null and void.<\/p>\n
\ndate set forth below.<\/p>\n<\/p>\n\n\n
\n <\/td>\n<\/tr>\n \n \n \n \n \n <\/td>\n<\/tr>\n \n \n \n \n