Exhibit 10.19
SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation Agreement and
General Release (“Agreement”) is made between Advanced
Micro Devices, Inc., and its subsidiaries, joint ventures or other
affiliates (collectively, “AMD”) and Mario Rivas
(“Employee”).
1. Separation / Final
Payments. Employee’s termination of employment with
AMD will become effective June 1, 2008 (“Separation
Date”). AMD will pay Employee his salary and accrued vacation
earned through the Separation Date, subject to required payroll
deductions and withholdings. Employee is entitled to these payments
regardless of whether or not Employee signs this
Agreement.
2. Special
Consideration. Although
AMD has no policy or procedure requiring payment of any severance
pay or other benefits to terminating employees, in consideration of
Employee’s release/waiver and other obligations as described
herein, AMD will provide Employee with the following special
consideration (“Special Consideration”) to which
Employee would not otherwise be entitled:
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A.
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A lump sum
separation payment of $500,000.00, subject to required payroll
deductions and withholdings (“Separation Payment”). If
Employee signs the Agreement within the consideration period
described in paragraph 5 below, the Separation Payment will be made
in a single lump sum (less required payroll deductions) within 30
business days of the date that Employee signs this Agreement,
unless the Agreement is revoked during the seven day revocation
period specified in paragraph 5 below.
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B.
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A lump sum
payment of $12,437.00 to cover 12 months COBRA health insurance
premiums, subject to all required payroll deductions, payable
subject to the same terms and conditions as the Separation Payment.
Employee is solely responsible for securing and/or continuing
medical and/or life insurance coverage for himself and his family
following the Separation Date. This payment will be made in the
same manner described in 2(A).
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3. Special Consideration
Exclusions. Employee
specifically acknowledges and agrees that the Special Consideration
does not include, and that Employee is ineligible for, any type of
compensation or benefit that is not specifically set forth in
Paragraphs 1 and 2, including (without limitation) the following:
any other bonus, profit-sharing or any other type of incentive
compensation (including (without limitation) Vice President Long
Term Incentive Plan (including cash and share based portions, if
applicable) or Contribution Bonus participation); executive
physical benefits; tax preparation or estate planning services;
continued participation in any 401(k) retirement savings or
deferred profit sharing programs; any type of equity award
(including (without limitation) any stock option or restricted
stock unit award); participation in AMD’s Employee Stock
Purchase plan or disability insurance plan; or participation in
AMD’s sabbatical program. As provided in the equity plan
documents, Employee shall have 12 months from the Separation Date
to exercise options vested as of the Separation Date.
4. Release and Waiver.
In return for the Special
Consideration, Employee agrees, on behalf of himself and all of his
heirs and/or personal representatives, to release AMD, its
subsidiaries, affiliates, successors and assigns, and all of their
present or former officers, agents, employees, contingent and
third-party workers, attorneys, employee benefit programs, and the
trustees, administrators, fiduciaries and insurers of such
programs, from any and all claims for relief of any kind, whether
known or unknown, which in any way arise out of or relate to
Employee’s employment or the conclusion of Employee’s
employment with AMD. This release
and waiver includes events occurring at any time
up to and including the date Employee executes this Agreement,
including (without limitation) any and all statutory, contractual,
tort or other common law claims, including (without limitation) all
claims for wages, bonuses, incentive pay or other compensation.
This release and waiver includes all such claims, whether under any
applicable United States federal or state laws, ordinances,
executive orders or other legal regulations or restrictions, and to
the extent permitted by law, including (without limitation) the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act
of 1964, The Americans with Disabilities Act, the Older Workers
Benefits Protection Act, the Equal Pay Act, the Worker Adjustment
and Retraining Notification Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the Texas
Commission on Human Rights Act, the California Fair Employment and
Housing Act and the California Family Rights Act. Employee
understands that this release does not affect his rights, if any,
to vested retirement benefits or COBRA benefits under AMD’s
standard benefits programs applicable to Employee. Employee and AMD
further agree that Employee does not release his rights for
indemnity pursuant to the Indemnity Agreement, dated
December 5, 2006, by and between AMD and Employee.
5. Release of Claims Under the
ADEA. Employee
acknowledges that he is knowingly and voluntarily waiving and
releasing any rights he may have under the Age Discrimination in
Employment Act. Employee understands that he has up to twenty-one
(21) days from the date of his receipt of this Agreement to
consider the terms of the Agreement and understands that if he does
not accept this Agreement within such period, the Special
Consideration offer is automatically withdrawn. Employee
acknowledges that he has been advised by AMD to consult with an
attorney concerning this Agreement, and that Employee had the
opportunity to do so. Employees understands that if he signs this
Agreement, Employee will have seven (7) days to cancel it if
he so chooses. Employee may cancel/revoke this Agreement only by
delivering written notice of cancellation to:
Jeff Worth
c/o Advanced Micro Devices, Inc.
5204 E. Ben White Blvd.
MS B600.1B-HR
Austin, TX 78741
email: jeff.worth@amd.com
If Employee elects to cancel/revoke
this Agreement, Employee understands that he will not be entitled
to receive any of the Special Consideration. Employee acknowledges
that this Agreement is not effective or enforceable until the
seven-day period expires without
cancellation/revocation.
6. Confidential Information / AMD
Property. Employee
confirms his continuing obligation not to use or disclose any of
AMD’s trade secrets or other confidential or proprietary
information at any time. Employee further agrees to immediately
return all AMD property Employee has in his possession. Employee
acknowledges that while employed by AMD he may have had access to,
acquired and/or assisted in the development of confidential and
proprietary information, inventions and trade secrets relating to
the present and anticipated business and operations of AMD,
including (without limitation) product information, product plans,
personnel data regarding employees of AMD, including salaries, and
other information of a similar nature not available to the public.
Employee agrees to keep confidential and not to disclose or use,
either directly or indirectly, confidential or proprietary
information, without the prior written consent of AMD, or until the
information otherwise becomes public knowledge. Nothing in this
Agreement shall supersede nor relieve Employee of the obligations
of any other confidentiality agreement with AMD or at common law.
Employee further agrees to return all AMD business records and all
documents relating to AMD’s business he received while in
AMD’s employ, including email; to identify all other AMD
property Employee has in his possession immediately; and to return
such other property as requested by AMD.
7.
Nondisparagement/Confidentiality/References.
Employee agrees not to make any
statements that disparage the reputation of AMD, i