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Separation Agreement And General Release

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Sectors: Electronics and Miscellaneous Technology
Governing Law: California , View California State Laws
Effective Date: March 31, 2011
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Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this " Agreement" ) is entered into by and between Robert J. Rivet (" Executive" or " you" ) and Advanced Micro Devices, Inc., a Delaware corporation (the " Company" ), and confirms the agreement that has been reached with you in connection with your separation from the Company.

1. Separation. You agree that your separation from the Company shall be effective as of March 31, 2011 (the " Separation Date" ), and as of such date you shall cease to be employed in any capacity by, and shall no longer hold any office or position with, any of the Company and each and every subsidiary, parent, joint venture or other affiliated entity of the Company; provided , however , that (i) effective February 8, 2011, you ceased to serve as an executive officer of the Company, and (ii) during the period from the close of business on February 18, 2011, through March 31, 2011, you will not be required to report to the Company' s offices but must be readily accessible to the Company to perform such duties as reasonably required by the Company, which duties may include, but are not limited to, consultation and guidance regarding the Company' s business affairs and matters. You agree to execute promptly upon request by the Company any additional documents requested by the Company to effectuate or further evidence the provisions of the immediately preceding sentence.

2. Accrued Benefits. You will be entitled to receive (a) your full earned but unpaid base salary accrued through the Separation Date, (b) cash payment for any accrued but unused vacation days, (c) unreimbursed business expenses (in accordance with usual Company policies and practice), to the extent not heretofore paid, (d) vested amounts payable to you under the Company' s 401(k) plan and the Company' s Deferred Income Account Plan in accordance with the terms of such plans and applicable law, and (e) any vested amounts to which you are entitled as of the Separation Date with respect to any equity award previously granted to you by the Company in accordance with the terms and conditions of the applicable plan and award agreement, in each event subject to applicable withholdings. For the avoidance of doubt, you acknowledge and agree that the schedule attached as Exhibit B accurately sets forth the information with respect to all of your outstanding options to acquire shares of common stock of the Company, including, but not limited to, the number of exercisable shares under each such option as of the Separation Date (as set forth in the column titled " Exercisable" ) and the date until which each such option may be exercised with respect to such exercisable shares (as set forth in the column titled " Exercisable Until" ). In addition, if you timely elect continued group medical and dental coverage under the Company' s group medical and dental plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA" ), you will be eligible for such continued coverage in accordance with the terms of such plans and COBRA.

3. Special Consideration. In consideration of your execution of this Agreement and your compliance with its terms and conditions, the Company agrees to pay you (subject to the terms and conditions set forth in this Agreement) a discretionary 2010 bonus (the " Special Consideration" ) under the Company' s Executive Incentive Plan in the amount of $500,000.00, less applicable withholdings, which amount (a) exceeds any payment and benefits to which you are otherwise entitled, and (b) will be paid on March 24, 2011.

4. No Other Payments or Benefits. You acknowledge and agree that, other than the payments and benefits expressly set forth in this Agreement, (a) you have received all compensation to which you are entitled from the Company, and you are not entitled to any other payments or benefits from the Company, and (b) after the Separation Date, you shall not receive any base salary, annual bonus, other cash compensation, long term incentive award, options, restricted stock, restricted stock units or other equity awards, expense reimbursement, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to time, applying to senior officers or other employees of the Company. For the avoidance of doubt, you acknowledge and agree that any and all equity or other awards that are not vested as of the Separation Date (including, but not limited to, the 68,750 restricted stock units previously granted to you, as described in that certain memorandum from Harry Wolin to you dated July 1, 2010) are terminated and forfeited in full, and you are not entitled to receive any cash, shares of common stock of the Company, or other compensation with respect thereto.

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5. Release and Waiver.

(a) You agree that, in consideration of this Agreement, you hereby waive, release and forever discharge any and all claims and rights of any kind, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which you ever had, now have or may have against the Company and any of its subsidiaries, joint ventures or affiliated companies, and their respective predecessors in interest, successors and assigns, current and former officers, agents, managers, partners, directors, stockholders, representatives, attorneys, servants, third party workers, insurers, employees, benefits committees, employee benefit programs and the trustees, administrators, fiduciaries and insurers of such programs, and their respective successors and assigns, heirs, executors and personal and legal representatives, based on any act, event or omission occurring before you execute this Agreement arising out of, during or relating to your employment or services with the Company and all of its subsidiaries, affiliates, and joint ventures or the termination of such employment or services, except as provided below. This waiver and release includes, but is not limited to, any claims or rights which could be asserted now or in the future, under: common law, including, but not limited to, breach of express or implied duties, wrongful termination, defamation, or violation of public policy; any policies, practices, or procedures of the Company; any federal, state or local laws, statutes, regulations, rules, ordinances, executive orders or other legal restrictions, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. a72000e et seq. , the Civil Rights Act of 1866 and 1871, the Americans With Disabilities Act, 42 U.S.C. a712101 et seq. , the Employee Retirement Income Security Act (" ERISA" ), 29 U.S.C. a71001 et seq. (excluding those rights relating exclusively to employee pension benefits as governed by ERISA), the Family and Medical Leave Act, 29 U.S.C. a72601 et. seq., the Equal Pay Act, the National Labor Relations Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining and Notification Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights Act, and the California Fair Employment and Housing Act; any contract of employment, express or implied; and any provision of any other law, common or statutory, of the United States, Texas, or any applicable state or local jurisdiction.

Notwithstanding the foregoing, nothing contained in this paragraph 5(a) shall (i) subject to paragraphs 5(c) and 5(d) and the ADEA Release (as defined in paragraph 5(d)) at Exhibit A, impair any rights or potential claims that you may have under the federal Age Discrimination in Employment Act of 1967 (the " ADEA" ); (ii) be construed to prohibit you from bringing appropriate proceedings to enforce this Agreement; (iii) affect any rights of defense or indemnification, or to be held harmless, or any coverage under directors' and officers' liability insurance or any other insurance or rights or claims of contribution or advancement of expenses that you have; or (iv) affect any rights as a stockholder of the Company that you have.

(b) For the purpose of implementing a full and complete release, you understand and agree that this Agreement is intended to waive and release all claims, if any, which you may have and which you may not now know or suspect to exist in your favor against the Company and any of its subsidiaries, joint ventures or affiliated companies, and their respective predecessors in interest, successors and assigns, current and former officers, agents, directors, stockholders, representatives, attorneys, third party workers, insurers, employees, benefits committees, employee benefit programs and the trustees, administrators, fiduciaries and insurers of such programs, and their respective successors and assigns, heirs, executors and personal and legal representatives, and this Agreement extinguishes those claims. Accordingly, you expressly waive all rights afforded by Section 1542 of the Civil Code of the State of California (" Section 1542" ) and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

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(c) By signing this Agreement, you represent that you have not and will not in the future commence any action or proceeding arising out of the matters released hereby, and that you will not seek or be entitled to any award of legal or equitable relief in any such action or proceeding that may be commenced on your behalf. This Agreement shall not prevent you from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state or local agency); provided , however , you acknowledge and agree that any claims for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be and hereby are barred. The Company has advised you to consult with an attorney of your choosing prior to signing this Agreement. You represent that you understand and agree that you have the right and have been given the opportunity to review this Agreement and the ADEA Release (as defined in paragraph 5(d)) with an attorney.

(d) In accordance with the ADEA release contained in Exhibit A hereto (the " ADEA Release" ), you shall have twenty-one (21) days from the date of this Agreement to consider the ADEA Release and, once you have signed the ADEA Release, you shall have seven (7) additional days from the date of execution to revoke your consent to the ADEA Release. Any such revocation shall be made in writing so as to be received by the Company prior to the eighth (8 th ) day following your execution of the ADEA Release. If no such revocation occurs, the ADEA Release shall become effective on the eighth (8 th ) day following your execution of the ADEA Release (the " Effective Date" ).

6. Continuing Obligations. You acknowledge and affirm your continuing obligations under that certain Agreement you signed on October 5, 2000 (the " Confidentiality Agreement" ).

7. Confidential Info
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