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Separation Agreement And General Release

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Exhibit 10.19


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:

A. 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.

B. 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).

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 s
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