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EXHIBIT
10.1
ADVANCED MICRO DEVICES,
INC.
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to Employment
Agreement (the “Amendment”) is entered into as of
July 17, 2008 (the “Effective Date”), 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, the parties
wish to amend certain provisions of the Agreement regarding the
title and position 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 Effective Date to the extent necessary to give effect to
this Amendment as follows:
1. The initial paragraph of
the Agreement, preceding Section 1, shall be replaced in its
entirety with the following language:
“On behalf of the Board
of Directors of Advanced Micro Devices, Inc. (including any
successor thereto, “AMD”), I am pleased to offer you
continued employment in the position of Executive Chairman of AMD
on the terms set forth below.”
2. Section 1(a) of the
Agreement shall be replaced in its entirety with the following
language:
“(a) You will be
employed by AMD as its Executive Chairman. You will report directly
to AMD’s Board of Directors (“Board”). During the
Employment Period (as defined below), you will also be nominated to
and, if elected by the stockholders of AMD, shall serve on the
Board and such committees that you may be appointed to by the Board
and, provided that you are elected to serve on the Board, you shall
serve as Chairman of the Board.”
3. Section 9(a)(i) of
the Agreement shall be replaced in its entirety with the following
language:
“(i) the assignment to
you of any duties inconsistent with your title, position,
authority, duties or responsibilities as contemplated by
Section 1, or any other action which results in a diminution
in such title, position, authority, duties or responsibilities,
other than an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by AMD promptly after
receipt of notice given by you; provided that if AMD appoints any
person as President other than yourself on or after AMD’s
Annual Meeting in 2002, and you remain Executive Chairman of AMD,
such appointment shall not constitute Good
Reason;”
4. Section&nb
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