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Separation Agreement And Release

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Sectors: Electronics and Miscellaneous Technology
Governing Law: Texas, View Texas State Laws
Effective Date: January 28, 2011
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Exhibit 10.57

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (this " Separation Agreement" ) is entered into by and between Derrick Meyer (" 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. Termination of Employment. You agree that your separation shall be effective as of January 10, 2011 (the " Separation Date" ), and as of such date (a) 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 or other affiliated entity of the Company, and (b) under that certain Employment Agreement dated effective as of July 17, 2008, by and between you and the Company, as amended by that certain Amendment to Employment Agreement entered into as of January 20, 2009, between you and the Company (collectively, the " Employment Agreement" ), you experienced a " Covered Termination" (as defined in the Employment Agreement), and subject to the terms and conditions set forth in this Separation Agreement, you are entitled to receive the severance and other benefits specified in Section 5(a) of the Employment Agreement, provided that you first comply with the provisions of said Section 5(a) of the Employment Agreement. As of the Separation Date you shall also resign, and hereby resign, as a member of the Board of Directors of the Company and every committee thereof (as well as of the board of directors or comparable body of every subsidiary, parent or other affiliated entity of the Company and every committee thereof). You further agree to execute promptly upon request by the Company any additional documents requested by the Company to effectuate or further evidence the provisions of this paragraph 1.

2. Separation Pay and Benefits. In consideration of your execution of this Separation Agreement and your compliance with its terms and conditions, the Company agrees to pay or provide you (subject to the terms and conditions set forth in this Separation Agreement) with the benefits described in this paragraph 2.

(a) On the first business day following the six-month anniversary of the Separation Date, the Company shall pay you an aggregate amount equal to $8,550,000.00 (plus interest earned on such amount calculated based on the then applicable short-term Applicable Federal Rate for federal tax purposes) (the " Separation Amount" ), less applicable withholdings, in full satisfaction of the Company' s obligations under Section 5(a)(ii) of the Employment Agreement. In the event of your death prior to payment under this paragraph 2(a), such amount shall be paid to your estate on the fifth business day following your date of death.

(b) If you timely elect continued group medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA" ), the Company will reimburse you for the COBRA premium payments for you and your eligible dependents under the Company' s group medical and dental plans for the period of eighteen (18) months following the Separation Date. With respect to life

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insurance coverage comparable to the life insurance coverage provided to you by the Company as in effect on the Separation Date, you shall pay the full cost of such coverage and the Company will reimburse you for the amount of such cost that is in excess of the then active employee cost for such coverage when provided by the Company to an active employee. In addition, the Company will pay as additional tax withholding remitted to the appropriate taxing authority an amount or amounts (the " Gross-up Amounts" ) calculated to pay any income and employment taxes due as a result of such reimbursements by the Company for such COBRA premium payments and cost of life insurance coverage. The Gross-up Amounts shall be calculated by the Company to place you in the same after-tax position as if such reimbursements by the Company were not subject to such taxes. The reimbursements and payments provided for in this paragraph 2(b) are in full satisfaction of the Company' s obligations under Section 5(a)(v) of the Employment Agreement. Any reimbursements that are required under this paragraph 2(b) shall be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred by you; provided that, before such reimbursement, you have submitted or the Company possesses the applicable and appropriate evidence of such expense(s). Any reimbursements provided during one calendar year will not affect the expenses eligible for reimbursement in any other calendar year (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Internal Revenue Code of 1986, as amended (the " Code" )), and the right to reimbursement under this paragraph 2(b) shall not be subject to liquidation or exchange for another benefit or payment. Notwithstanding the foregoing, any reimbursements required under this paragraph 2(b) that otherwise would have been paid or provided during the six-month period following the Separation Date shall, during such six-month period, be accumulated and paid in a lump sum to you on the first business day following the six-month anniversary of the Separation Date or, if applicable to your estate, on the fifth business day following your date of death. The Gross-Up Amounts shall be remitted to the appropriate taxing authority at such times as required under applicable law.

(c) On the Separation Date, each of your outstanding options to acquire shares of common stock of the Company that is unvested as of the Separation Date shall become vested and exercisable with respect to 100% of the shares of common stock of the Company subject thereto, any restrictions on such options shall fully lapse, and such options may be exercised by you on or before the earlier of the fifth (5 th ) anniversary of the Separation Date and the expiration date of such option. Each of your outstanding options to acquire shares of common stock of the Company that is vested and exercisable as of the Separation Date may be exercised by you on or before the earlier of the fifth (5 th ) anniversary of the Separation Date and the expiration date of such option. Any of the foregoing options that you fail to exercise on or before the earlier of the fifth (5 th ) anniversary of the Separation Date and the expiration date of such option will expire and be forfeited at such time without consideration. The foregoing provisions of this paragraph 2(c), together with the provisions of paragraph 2(d), are in full satisfaction of the Company' s obligations under Section 5(a)(iv) of the Employment Agreement.

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(d) On the Separation Date, each of the outstanding restricted stock units previously granted to you by the Company that is unvested as of the Separation Date shall become vested with respect to 100% of the shares of common stock of the Company subject thereto and any restrictions on such restricted stock units shall fully lapse, and all of such restricted stock units shall be settled within thirty (30) days following the Separation Date, less applicable withholdings, in accordance with the provisions of the Company' s 2004 Equity Incentive Plan, as amended and restated, and the applicable restricted stock unit agreement.

3. 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 other retirement, deferred compensation and benefits plans in accordance with the terms of such plans and applicable law, and (e) any other amounts to which you are entitled under and in accordance with the terms of any other compensation plan or practice of the Company on the Separation Date, in each event subject to applicable withholdings. For the avoidance of doubt, you acknowledge and agree that you are not entitled to receive the February 15, 2011, installment of stock options covering 143,750 shares of the common stock of the Company or any annual incentive or performance based cash bonus for the Company' s 2010 fiscal year. The amounts provided for in this paragraph 2(b) are in full satisfaction of the Company' s obligations under Section 5(a)(i) of the Employment Agreement.

4. Financial and Tax Planning . The Company will reimburse you for personal financial planning services up to $4,000.00 for twelve (12) months following the Separation Date. Any such reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expense being reimbursed was incurred. The reimbursements provided for in this paragraph 4 are in full satisfaction of the Company' s obligations under Section 5(a)(iii) of the Employment Agreement.

5. Indemnification; Liability Insurance . For nine (9) years following the Separation Date (or such longer period, if any, as may be provided under the Company' s Certificate of Incorporation and Bylaws) (a) you will continue to be indemnified under the Company' s Certificate of Incorporation and Bylaws at least to the same extent as prior to the Separation Date, and (b) you shall be covered by the directors' and officers' liability insurance, the fiduciary liability insurance and the professional liability insurance policies that are the same as, or provide coverage at least equivalent to, those the Company carried as of the Separation Date.

6. No Other Payments or Benefits. You acknowledge and agree that, other than the payments and benefits expressly set forth in this Separation 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,

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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.

7. Continuing Obligations . You acknowledge and affirm your continuing obl
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