Exhibit 10.1
August 15, 2006
Dave Orton
Dear Dave,
As you are aware, ATI Technologies
Inc. (“ ATI ”) intends to enter into an
Acquisition Agreement with Advanced Micro Devices, Inc. (“
AMD ”) whereby AMD will acquire all of the outstanding
common shares of ATI (also known as the “ Transaction
”). The AMD/ATI team is pleased to offer you continuing
employment after the closing date of the Transaction in the
position of Executive Vice President, reporting to Dirk Meyer,
President and Chief Operating Officer. This offer letter outlines,
among other things, the terms of your continuing employment with
the AMD/ATI team following the closing of the Transaction. This
Offer is contingent on approval by AMD’s Board of Directors
and effective only upon the closing of the Transaction, upon which
this Offer will supersede any other ATI agreement with respect to
your employment with ATI, including your Change in Control
Agreement, and is contingent upon your execution of the
Non-competition Agreement between you and AMD.
Salary
Your initial bi-weekly salary will
be $21,153.85 ( $550,000 annualized ). AMD has 26
biweekly pay periods per year.
Benefits-Executive
You will continue to participate in
the benefits plans, including any executive plans, currently made
available to you and continued by ATI, with the exception of the
ATI 401(k) plan. Instead, upon the closing of the Transaction, you
will be eligible to participate in the AMD 401(k) retirement
savings plan with matching contributions. In addition, we
anticipate that you will be eligible to participate in the AMD
benefits, perquisites and profit sharing plan beginning in January
2007.
Corporate Bonus
Plan
You will be eligible to participate
in AMD’s Corporate Bonus Plan (“Bonus Plan”), in
accordance with the terms and conditions of the Bonus Plan. Your
initial target bonus opportunity will be 100% of your Base
Salary. Any amount which you may earn under the Bonus Plan between
the Closing Date and December 31, 2006 will be pro-rated and
paid as a percentage of the Base Salary which you actually earn
during this period. Target bonus opportunities are subject to
review and may be adjusted, generally each plan year. Your
participation is subject to the terms and conditions of the
attached Bonus Plan.
VP Long Term Incentive Plan
You will be eligible to participate
in AMD’s Vice President Long Term Incentive Plan
(“LTIP”). The LTIP is based on rolling 3-year revenue
growth, relative to external benchmarks, and operating income
margins. The target payout under the long-term component is
30 % of your Base Salary. The LTIP is prorated for less than
3 years of service. The terms and conditions of the LTIP, including
target bonus opportunities, are subject to review and may be
adjusted by AMD.
Restricted Stock
Units
Further, subject to the approval by
the Board of Directors, you will be granted 50,000
restricted stock units to vest 40% one year from the grant date,
then an additional 5% at the end of each subsequent three month
period until 100% vested four years from the grant date
