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Exhibit 10.1
ADVANCED MICRO DEVICES, INC.
AMENDMENT 2 TO AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amendment 2 to Amended and Restated Employment Agreement
(the "Amendment") is entered into as of January 20, 2009,
between Hector de J. Ruiz (the "Executive") and Advanced Micro
Devices, Inc. (the "Company").
RECITALS
WHEREAS, on January 31, 2002, the Executive and the Company
entered into an Employment Agreement (the "Agreement") which sets
forth the terms of the Executive’s employment with the
Company;
WHEREAS , on December 12, 2007, an amendment and
restatement to the Agreement was made and entered into by and
between the Executive and the Company;
WHEREAS , on July 17, 2008, an amendment to the
Agreement was made and entered into by and between the Executive
and the Company;
WHEREAS , the parties wish to further amend certain
provisions of the Agreement regarding the annual base salary of the
Executive pursuant to the terms and conditions set forth below.
AGREEMENT
NOW , THEREFORE , in consideration of the foregoing and
the mutual agreements contained herein and intending to be legally
bound hereby, the parties hereby agree that the Agreement shall be
amended effective as of the February 2, 2009 to the extent
necessary to give effect to this Amendment as follows:
1. Section 3 of the Agreement shall be replaced in its
entirety with the following language:
"During the Employment Perio
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