Contribution And Assumption Agreement

Exhibit 10.53


CONTRIBUTION AND ASSUMPTION AGREEMENT


By and Among

ADVANCED MICRO DEVICES, INC.,

AMD INVESTMENTS, INC.,

FUJITSU LIMITED,

FUJITSU MICROELECTRONICS HOLDING, INC.

and


FASL LLC


Dated as of June 30, 2003


TABLE OF CONTENTS

ARTICLE I. DEFINITIONS 2

1.1 Definitions 2

1.2 Index of Other Defined Terms 20

1.3 Interpretation 24 ARTICLE II. CONTRIBUTION OF ASSETS 25

2.1 Agreement to Contribute and Accept 25

2.2 Assumption of Liabilities 26

2.3 Certain Prorations 27

2.4 Taxes 28

2.5 Rents 28 ARTICLE III. CONTRIBUTION CONSIDERATION 29 ARTICLE IV. THE CLOSING 29

4.1 The Closing. 29 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF AMD 33

5.1 Corporate Existence and Power 33

5.2 Authorization 33

5.3 Governmental Authorization 34

5.4 Non-Contravention 34

5.5 Inventory 34

5.6 Properties; Leases 35

5.7 Litigation; Other Proceedings 36

5.8 Contracts 36

5.9 Permits 37

5.10 Compliance with Laws 37

5.11 Employment Agreements; Change in Control; and Employee Benefits 38

5.12 Labor and Employment Matters 38

5.13 Insurance 39

5.14 Tax Matters 39

5.15 Environmental Matters 39

5.16 Capitalization of AMD Contributed Subsidiaries 41

5.17 Brokers 42

5.18 Related Party Agreements 42

5.19 No Other Agreements to Sell AMD Contributed Assets 42

5.20 Absence of Changes 42

5.21 Securities Act; Investment Company Act 42

5.22 Sufficiency of Contributed Assets 43


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5.23 Warranty Claims 43

5.24 Financial Statements 43

5.25 AMD Member 43

5.26 Value of Assets 43

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF FUJITSU 43

6.1 Corporate Existence and Power 43

6.2 Authorization 44

6.3 Governmental Authorization 44

6.4 Non-Contravention 44

6.5 Inventory 45

6.6 Properties; Leases 45

6.7 Litigation; Other Proceedings 46

6.8 Contracts 47

6.9 Permits 47

6.10 Compliance with Laws 48

6.11 Employment Agreements; Change in Control; and Employee Benefits 48

6.12 Labor and Employment Matters 49

6.13 Insurance 49

6.14 Tax Matters 49

6.15 Environmental Matters 50

6.16 Capitalization of the Fujitsu Contributed Subsidiary 51

6.17 Brokers 52

6.18 Related Party Agreements 52

6.19 No Other Agreements to Sell Fujitsu Contributed Assets 52

6.20 Absence of Changes 52

6.21 Securities Act; Investment Company Act 52

6.22 Sufficiency of Contributed Assets 53

6.23 Warranty Claims 53

6.24 Financial Statements 53

6.25 Fujitsu Member 53

6.26 Value of Assets 53

ARTICLE VII. COVENANTS OF THE CONTRIBUTING PARTIES 53

7.1 Required Consents 53

7.2 Maintenance of Insurance Policies 54

7.3 Litigation and Adverse Developments 55

7.4 Further Assurances 55

7.5 No Sale of Assets 55

7.6 Title Policies 55

ARTICLE VIII. MUTUAL COVENANTS 56

8.1 Transition 56


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8.2 Diligence in Pursuit of Conditions Precedent 56

8.3 Covenant to Satisfy Conditions 56

8.4 Taxes 57

8.5 Employee Matters 57

8.6 Ancillary Documents 59

8.7 Resale and Other Tax Certificates 60

8.8 Shared Permits and Facilities 60

8.9 Pension Matters 61 ARTICLE IX. CONDITIONS TO CLOSING 64

9.1 Conditions to AMD's Obligations 64

9.2 Conditions to Fujitsu's Obligations 65 ARTICLE X. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS AND INDEMNIFICATION 67

10.1 Survival of Representations and Warranties 67

10.2 Indemnification of Joint Venture by AMD 67

10.3 Indemnification of Joint Venture by Fujitsu 68

10.4 Indemnification of AMD by the Joint Venture 68

10.5 Indemnification of Fujitsu by the Joint Venture 68

10.6 Indemnification of Fujitsu by AMD 69

10.7 Indemnification of AMD by Fujitsu 69

10.8 Limitations on Indemnification 69

10.9 Procedure for Indemnification 71

10.10 Defense of Tax Claims 73

10.11 Environmental Management and Shared Facilities and Permits 74 ARTICLE XI. INTENTIONALLY OMITTED 76 ARTICLE XII. MISCELLANEOUS 76

12.1 Notices 76

12.2 Amendments; No Waivers 77

12.3 Rights and Remedies Cumulative 77

12.4 Successors and Assigns 77

12.5 Language 77

12.6 Construction; Interpretation 78

12.7 Severability 78

12.8 Counterparts 78

12.9 Entire Agreement 78

12.10 Governing Law 78

12.11 Dispute Resolution 78

12.12 Press Release 78

12.13 Confidential Information 79

12.14 Expenses 79

12.15 Consequential Damages 80

12.16 Third-Party Beneficiaries 80

12.17 No Other Representations 80


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EXHIBITS


EXHIBIT 1 AMD Asset Purchase Agreement

EXHIBIT 2 Operating Agreement

EXHIBIT 3 FASL (Japan) Termination Agreement

EXHIBIT 4 AMD-FASL Patent Cross-License Agreement

EXHIBIT 5 Fujitsu-FASL Patent Cross-License Agreement

EXHIBIT 6 Fujitsu-AMD Patent Cross-License Agreement

EXHIBIT 7 Intellectual Property Agreement

EXHIBIT 8 AMD Distribution Agreement

EXHIBIT 9 Fujitsu Distribution Agreement

EXHIBIT 10 AMD Services Agreement

EXHIBIT 11 Fujitsu Services Agreement

EXHIBIT 12 FASL/AMD Services Agreement

EXHIBIT 13 AMD Technology Services Agreement

EXHIBIT 14 Fujitsu Technology Services Agreement

EXHIBIT 15 Fujitsu Secondment Agreement

EXHIBIT 16 Lease Agreement (AMD Malaysia)

EXHIBIT 17 Non-Competition Agreement

EXHIBIT 18 Remediation Agreement

EXHIBIT 19 Fab 25 Deed

EXHIBIT 20 Letter Agreement Regarding FMM Environmental Compliance

EXHIBIT 21 Seconded Employee Payroll Servicing Agreement

EXHIBIT 22 Manufacturing Services Agreement


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EXHIBIT 23 Fujitsu Promissory Note

EXHIBIT 24 AMD Promissory Note


ANNEXES


ANNEX A AMD Pre-Closing Contributed Assets

ANNEX B AMD California Assets

ANNEX C AMD Closing Date California Assets

ANNEX D AMD Closing Date Contributed Fab 25 Assets

ANNEX E AMD Coatue Assets

ANNEX F AMD Contributed Subsidiary Closing Balance Sheets

ANNEX G Certain AMD Excluded Assets

ANNEX H AMD Prospective Transferred Employees

ANNEX I Fujitsu Contributed Subsidiary Closing Balance Sheet

ANNEX J Fujitsu Division Assets

ANNEX K Certain Fujitsu Excluded Assets

ANNEX L Fujitsu Prospective Transferred Employees

ANNEX M AMD Persons with Knowledge

ANNEX N AMD Facility Managers with Knowledge

ANNEX O Fujitsu Persons with Knowledge

ANNEX P Fujitsu Facility Managers with Knowledge

ANNEX Q Certain Permitted Liens

ANNEX R Certain Excluded Contracts of AMD and Affiliates

ANNEX S Certain Contributed Contracts of AMD and Affiliates

ANNEX T Certain Excluded Contracts of Fujitsu and Affiliates


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ANNEX U Certain Contributed Contracts of Fujitsu and Affiliates

ANNEX V Fujitsu Transferred Managers and Executives

ANNEX W Certain Compensation Arrangements for Managers

ANNEX X Certain Compensation Arrangements for Executives

ANNEX Y Certain Compensation Arrangements for Other Employees

ANNEX Z FASL (Japan) Management Organizational Chart

ANNEX AA Certain Fujitsu Prospective Transferred Employees

ANNEX BB Certain AMD Prospective Transferred Employees


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CONTRIBUTION AND ASSUMPTION AGREEMENT


This CONTRIBUTION AND ASSUMPTION AGREEMENT (this "Agreement") is dated as of June 30, 2003, by and among Advanced Micro Devices, Inc., a Delaware corporation ("AMD"), AMD Investments, Inc., a Delaware corporation ("AMD Investments"), Fujitsu Limited, a corporation organized under the laws of Japan ("Fujitsu"), Fujitsu Microelectronics Holding, Inc., a Delaware corporation ("Fujitsu Sub"), and FASL LLC, a Delaware limited liability company (the "Joint Venture").


R E C I T A L S

A. Fujitsu AMD Semiconductor Limited K.K., a company organized under the laws of Japan ("FASL (Japan)"), a joint venture of AMD and Fujitsu, is engaged in the manufacture and supply to AMD and Fujitsu of certain semiconductor devices, a substantial function of which is code and/or data storage (the "FASL (Japan) Flash Memory Business").

B. AMD and its Affiliates are also separately engaged in the research and development, manufacture, marketing, distribution, promotion and sale of Stand-Alone NVM Products (excluding distribution and sales-related activities) (the "AMD Flash Memory Business").

C. Fujitsu and its Affiliates are also separately engaged in the research and development, manufacture, marketing, distribution, promotion and sale of Stand-Alone NVM Products (excluding (i) Ferro-electric non-volatile memory technology and products and (ii) distribution and sales-related activities) (the "Fujitsu Flash Memory Business").


D. The Joint Venture has previously been formed by the filing of a Certificate of Formation with the Delaware Secretary of State.


E. AMD Investments has previously contributed to the Joint Venture the assets set forth on Annex A hereto (the "AMD Pre-Closing Contributed Assets").

F. AMD, AMD Investments, Fujitsu, Fujitsu Sub and the Joint Venture are entering into this Agreement, pursuant to which AMD Investments and Fujitsu Sub will transfer to the Joint Venture assets related to the AMD Flash Memory Business and assets related to the Fujitsu Flash Memory Business, respectively, in exchange for which AMD Investments and Fujitsu Sub will receive Membership Interests in the Joint Venture.


G. It is the intention of the parties to combine the AMD Flash Memory Business, the Fujitsu Flash Memory Business and the FASL (Japan) Flash Memory Business, and for the Joint Venture to succeed to and conduct the AMD Flash Memory Business, the Fujitsu Flash Memory Business and the FASL (Japan) Flash Memory Business (the "Joint Venture Business").


A G R E E M E N T


NOW, THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto intending to be legally bound by the terms hereof applicable to each of them, hereby agree as follows:


ARTICLE I.

DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used herein:

"4-Year Operations Plan" has the meaning set forth in the Operating Agreement.

"Additional Portion No. 1 Pension Benefit Liability" for any FASL Included Employee shall mean the PBO of such FASL Included Employee under the Additional Portion No. 1 of the Fujitsu Employee Pension Fund, determined as of the Establishment Date using the Specified Actuarial Assumptions.

"Additional Portion No. 3 Pension Benefit Liability" for any FASL Included Employee shall mean the PBO of such FASL Included Employee under the Additional Portion No. 3 of the Fujitsu Employee Pension Fund, determined as of the Establishment Date using the Specified Actuarial Assumptions.


"Affiliate" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists. The parties acknowledge and agree that neither Fujitsu nor AMD is presently controlled by any other Person. Notwithstanding the foregoing, neither the Joint Venture nor FASL (Japan) shall be deemed to be an Affiliate of either Fujitsu or AMD for purposes of this Agreement.

"After Tax Basis" means a basis such that any payment received by a Person shall be decreased by the amount of any reduction in Taxes resulting from the deduction of the expense indemnified against (and in the case of the Joint Venture being the indemnified Person, such payment shall be decreased by any reduction in Taxes resulting from the deduction by the Member that is not the indemnifying Person (or whose Affiliate is not the indemnifying Person) of its allocable share (based on such Member's Percentage Interest) of the expense indemnified against ("First Amount"), and if any such decrease is made, then such payment shall be decreased by an additional amount based on the other Member's Percentage Interest ("Second Amount"), such that the First Amount and Second Amount shall be in the same ratio as the

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Members' respective Percentage Interests). In the event that the expense indemnified against is used to reduce Taxes by way of amortization or depreciation, payments made on an After Tax Basis shall be refunded in each taxable year of the Person who receives an indemnification payment by such Person under the principles of the preceding sentence. In the event a taxing authority shall treat any indemnification payment as includible in gross income or disallow any deduction taken into account hereunder, the indemnification shall be recomputed and further payments or refunds made in respect of the decrease in the indemnification amount paid. All determinations under Section 10.8(c) as to the existence of a reduction in Taxes shall be made in good faith by the indemnified Person (and in the case of the Joint Venture being the indemnified Person, by the Member that is not the indemnifying Person or whose Affiliate is not the indemnifying Person), and in this regard decisions by the indemnified Person (and in the case of the Joint Venture being the indemnified Person by the Member that is not the indemnifying Person or whose Affiliate is not the indemnifying Person) in respect of the treatment of tax items shall be made without regard to the fact that indemnity payments will be made on an After Tax Basis in accordance with the terms of the paragraph. Payments shall be made on an After Tax Basis taking into account only reductions in Taxes occurring in the taxable year in which the deduction, amortization or depreciation of the expense indemnified against first occurs and in the next two (2) succeeding taxable years. If requested by the indemnifying Person, the indemnified Person (and in the case of the Joint Venture being the indemnified Person, by the Member that is not the indemnifying Person or whose Affiliate is not the indemnifying Person), shall provide a copy of its tax returns to an independent tax professional (which may be such Person's auditor) which shall report to the indemnifying Person whether, in the opinion of such independent tax professional, (i) the computation as to the amount of a reduction in Taxes, if any, was accurate and (ii) the judgment as to the existence and amount of any reduction in Taxes was made in good faith. The determination of the independent tax professional shall be final and binding and not subject to further review. The costs of the review by the independent tax professional shall be borne by the indemnifying Person.


"AMD Benefits Liabilities" means Liabilities relating to any benefit calculated with respect to any time period ending prior to the Closing under the AMD Business Benefit Plans including any Liabilities relating to unpaid salary, commissions, bonuses, allowances, subsidies, reimbursements, shift differentials, social insurance payments, workers' compensation contributions, or the payroll amounts earned or accrued prior to Closing.


"AMD Business Benefit Plans" means any Benefit Plan or Foreign Plan maintained or contributed to, or required to be maintained or contributed to, by AMD or for the benefit of any present or former officers or employees of the AMD Flash Memory Business.


"AMD Business Assets" means the AMD Contributed Assets and all properties and assets of the AMD Contributed Subsidiaries, of whatsoever nature and wherever located, that are owned, leased or licensed by the AMD Contributed Subsidiaries immediately prior to the Closing and the AMD Pre-Closing Contributed Assets owned, leased or licensed by the Joint Venture immediately prior to the Closing, but excluding the AMD Excluded Assets. For purposes of the definitions of "AMD Excluded Liabilities," and "Transfer Taxes," and Sections 2.2 , 2.3 , 2.4 and 8.4 , AMD Business Assets shall be deemed to include the Intellectual Property Rights contributed or otherwise assigned by AMD or its Affiliates to the Joint Venture or its Affiliates under the Intellectual Property Agreement.


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"AMD California Assets" means the Sunnyvale Real Property and the assets listed on Annex B hereto.


"AMD China" means Advanced Micro Devices (Suzhou) Limited, a company organized under the laws of China and a wholly-owned Subsidiary of AMD Singapore.

"AMD Closing Date California Assets" means the assets listed on Annex C hereto.

"AMD Closing Date Contributed Fab 25 Assets" means the Austin Real Property and the assets listed on Annex D hereto.


"AMD Coatue Assets" means the assets listed on Annex E hereto.

"AMD Contributed Subsidiaries" means AMD Malaysia, AMD Singapore, AMD Thailand and AMD China. For the avoidance of doubt, AMD Contributed Subsidiaries does not include FASL (Japan).


"AMD Contributed Subsidiary Closing Balance Sheets" means the unaudited balance sheets as of the Closing of the AMD Contributed Subsidiaries attached hereto as Annex F .


"AMD Environmental Condition" means (a) the Handling or Release prior to the Closing by AMD, its Affiliates, the Joint Venture or any of their Predecessors or contractors of any Hazardous Substance in, on, from, under or to any AMD Operating Site, including the effects of such Handling or Release of Hazardous Substances on resources, Persons or property inside or outside the boundaries of any AMD Operating Site whether before or after Closing; (b) any presence or Release of any Hazardous Substance in, on, from, under or to the AMD Business Assets before or at the Closing, including the effects of such presence or Release on resources, Persons, or property inside or outside the boundaries of the AMD Business Assets whether before or after the Closing; (c) any other act or omission prior to the Closing of AMD, its Affiliates, the Joint Venture or any of their Predecessors in connection with the operation of the AMD Flash Memory Business or the AMD Business Assets or of the Joint Venture, any of the AMD Contributed Subsidiaries or its or their Predecessors that gives rise to Liability under any Environmental Law; and (d) any Coatue Environmental Condition.


"AMD Excluded Assets" means (a) cash and marketable securities of AMD and its Affiliates (other than cash and marketable securities of the AMD Contributed Subsidiaries), (b) accounts and notes receivable of AMD and its Affiliates (other than accounts and notes receivable of the AMD Contributed Subsidiaries), (c) the AMD Licensed Intellectual Property and (d) the assets set forth on Annex G hereto.

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"AMD Excluded Liabilities" means all Liabilities of AMD and its Affiliates that are not AMD Assumed Liabilities, including, without limitation (a) Liabilities related to or arising from any of the AMD Excluded Assets, (b) Liabilities related to or arising from AMD Environmental Conditions, (c) Liabilities of AMD under Sections 2.3 , 2.4 and 2.5 , (d) Liabilities of AMD or any of its Affiliates that do not relate to the AMD Flash Memory Business, (e) Liabilities of AMD or any of its Affiliates related to or arising out of events or circumstances occurring in connection with the operation of the AMD Flash Memory Business or the AMD Business Assets prior to Closing, including Liabilities related to any time period ending prior to the Closing regarding performance or other obligations required to be performed prior to Closing under Contracts and Permits included in the AMD Business Assets, other than Liabilities to the extent reflected on the AMD Contributed Subsidiary Closing Balance Sheets (except as otherwise specifically provided in Sections 2.3 and 2.5 or any other provision of the Transaction Documents), (f) AMD Benefits Liabilities, except as otherwise specifically provided under Section 8.5 or any other provisions of the Transaction Documents, (g) Liabilities related to (A) any Proceedings pending against AMD or any of its Affiliates prior to the Closing and (B) any Proceedings instituted after the Closing arising from the operation of the AMD Flash Memory Business or the AMD Business Assets prior to the Closing and (h) any accounts or notes payable of AMD and its Affiliates outstanding immediately prior to the Closing, other than accounts or notes payable reflected on the AMD Contributed Subsidiary Closing Balance Sheets.


"AMD FASL (Japan) Additional Equity" means 162,837 shares of FASL (Japan) stock represented by certificate no. 2B0001.


"AMD FASL (Japan) Closing Date Contributed Equity" means 292,961 shares of FASL (Japan) stock represented by certificate nos. 1B0001, 3B0001, 3B0002, 3B0003, 3B0004, 3B0005, 3B0006, 3B0014, 3B0015, 3B0016 and 3B0017.


"AMD Inventory" means all of AMD's, AMD Investments' and the AMD Contributed Subsidiaries' wafers, die, raw materials, work in process and finished products with respect to the AMD Flash Memory Business, in each case, wherever located.

"AMD Licensed Intellectual Property" means the Intellectual Property Rights licensed by AMD to the Joint Venture or its Affiliates pursuant to the AMD-FASL Patent-Cross License Agreement and the Intellectual Property Agreement.


"AMD Malaysia" means FASL (Penang) Sdn. Bhd., a company organized under the laws of Malaysia.


"AMD Malaysia Equity" means all of the outstanding capital stock or other equity interests of AMD Malaysia.


"AMD Operating Site" means the AMD Business Assets and any Real Property or Facility owned, operated, leased or used at any time prior to Closing by AMD, its Affiliates or its or their Predecessors in connection with the operation of Coatue, the AMD Flash Memory Business or by Coatue, the Joint Venture, the AMD Contributed Subsidiaries, or its or their Subsidiaries or Predecessors, including any offsite disposal or treatment facilities used in connection with the Flash Memory Business or by the Joint Venture, the AMD Contributed Subsidiaries or its or their Subsidiaries or Predecessors.


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"AMD Prospective Transferred Employees" means those employees of AMD listed on Annex H attached hereto who will be offered employment by the Joint Venture or its Affiliates.


"AMD Singapore" means AMD Holdings (Singapore) Pte. Ltd., a company organized under the laws of Singapore.

"AMD Singapore Equity" means all of the outstanding capital stock or other equity interests of AMD Singapore.

"AMD Thailand" means AMD (Thailand) Limited, a company organized under the laws of Thailand.


"AMD Thailand Equity" means all of the outstanding capital stock or other equity interests of AMD Thailand.

"Ancillary Documents" means the agreements, certificates, instruments or other documents to be executed and delivered in connection with this Agreement, including, without limitation, the agreements, certificates, instruments or other documents referenced in Section 4.1(b) .

"Applicable Law" means, with respect to a Person, any domestic or foreign, national, federal, territorial, state or local constitution, statute, law (including principles of common law), treaty, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, legally binding directive, judgment, decree or other requirement or restriction of any arbitrator or Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer's, director's, employee's, consultant's or agent's activities on behalf of such Person or any of its Affiliates).

"Austin Real Property" means the Real Property known as AMD buildings F25 and B4 located in Austin, Texas, and more particularly described in the Fab 25 Deed.


"Bangkok Real Property" means the Real Property located at Tambon Pakkred, Amphur Pakkred, Nonthaburi Province, Thailand, described in (a) the Land Title Deed No. 1061, Plot No. 225, Survey Page 17, (b) the Land Title Deed No. 17035, Plot No. 217, Survey Page 32, (c) Land Title Deed No. 17036, Plot No. 218, Survey Page 33 and (d) the factory building situated on the foregoing as No. 229 Moo 4.

"Basic Pension Benefit Liability" for any FASL Included Employee shall mean the PBO of such FASL Included Employee under the Basic Portion of the Fujitsu Employee Pension Fund, determined as of the Establishment Date using the Specified Actuarial Assumptions.


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"Benefit Plan" means an Employee Benefit Plan or any other benefit arrangement, including, without limitation, (a) each employment or consulting agreement, (b) each arrangement providing for insurance coverage or workers' compensation benefits, (c) each incentive bonus, deferred bonus or other incentive compensation arrangement, (d) each arrangement providing termination allowance, severance or similar benefits, (e) each equity and equity-based compensation plan, (f) each deferred compensation plan, (g) each compensation policy and practice and (h) each vacation, vacation pay, and paid or unpaid leave policy and practice.


"Charter Documents" of any Person means such Person's articles of incorporation, by-laws, certificate of formation, limited liability company agreement or equivalent governance and organizational documents.


"Coatue" means Coatue Corporation, a Delaware corporation, a wholly owned Subsidiary of AMD.


" Coatue Employees" means Andrew Perlman, Aaron Mandell, Avi Goldberg, Juri Krieger, David Guan, Igor Sokolik, Stuart Spitzer, Richard Kingsborough, William Leonard and Michael Lineham.


" Coatue Employee Contracts" means (i) Separation Payment Agreement, dated June 6, 2003, by and among AMD and each of Andrew Perlman, Aaron Mandell, Avi Goldberg, Juri Krieger, Stuart Spitzer and David Guan, (ii) Offer Letters, dated June 6, 2003, from AMD to each of Andrew Perlman, Aaron Mandell, Avi Goldberg, Juri Krieger, David Guan, Igor Sokolik, Stuart Spitzer, Richard Kingsborough, William Leonard and Michael Linehan, and (iii) Side Letters, dated June 6, 2003, re ...