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FORM 10-K
ADVANCED MICRO DEVICES INC - amd
Filed: March 07, 1994 (period: December 26, 1993)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10-K ADVANCED MICRO DEVICES INC - amd Filed: March 07, 1994 (period: December 26, 1993) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... 10-K - ADVANCED MICRO DEVICES 10-K PART I ITEM 1. ITEM 2. Item 1, ITEM 3. ITEM 4. BUSINESS PROPERTIES Process Technology and Manufacturing and Item 7, Management's LEGAL PROCEEDINGS SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. ITEM 6. ITEM 7. ITEM 8. ITEM 9. MARKET FOR THE...

  • Page 3
    EX-10.5 (EXHIBIT 10.5) EX-10.7 (EXHIBIT 10.7) EX-10.10 (EXHIBIT 10.10) EX-10.27 (EXHIBIT 10.27A) EX-10.27 (EXHIBIT 10.27B) EX-10.27 (EXHIBIT 10.27C) EX-10.27 (EXHIBIT 10.27D) EX-10.27 (EXHIBIT 10.27E) EX-10.27 (EXHIBIT 10.27F) EX-10.30 (EXHIBIT 10.30) EX-10.31 (EXHIBIT 10.31) EX-10.32 (EXHIBIT 10.32...

  • Page 4
    ...FILE NUMBER 1-7882 ADVANCED MICRO DEVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) ONE AMD PLACE SUNNYVALE, CALIFORNIA (Address of principal executive offices) 94-1692300 (IRS Employer Identification Number...

  • Page 5
    into Part III hereof Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 6
    ... The mailing address of its executive offices is One AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453, and its telephone number is (408) 732-2400. Unless otherwise indicated, the terms "Advanced Micro Devices," the "Corporation" and "AMD" in this report refer to Advanced Micro Devices, Inc...

  • Page 7
    ... devices, desktop and portable varieties, and AMD plays a significant role in such arenas. The Corporation has developed the Am386(Registered Trademark) microprocessor, which is designed to meet the specifications of the Intel 80386 microprocessor. The Am386 family of microprocessors accounted...

  • Page 8
    ... continues to be a major supplier of Ethernet LAN devices for workstation applications. During 1993, the Corporation introduced several Ethernet products designed for use on Personal Computer motherboards and add-in cards. AMD also is a principal supplier for chip sets to support the 100-megabit-per...

  • Page 9
    ... in density. AMD generally offers the highest performance at each density of any standard EPROM supplier. The Corporation has developed a family of Flash EPROMs to address the emerging market for PC memory cards, solid-state disks, cellular communications and networking applications. Flash Memory is...

  • Page 10
    ... return of AMD's products to the Corporation in the event the agreement with the distributor is terminated. (See Note 1 of Notes to Consolidated Financial Statements contained in the 1993 Annual Report to Stockholders.) Advanced Micro Devices has established sales subsidiaries that have offices in...

  • Page 11
    ... research firm, during 1993, the Corporation was the fifth-largest independent U.S. manufacturer of integrated circuits, and the thirteenth largest worldwide (excluding IBM), ranked according to sales to unaffiliated customers. Advanced Micro Devices competes for integrated circuit market share...

  • Page 12
    ... higher transistor count, speed, functionality and power efficiency of AMD's integrated circuits. In 1993, the Corporation continued building development versions of 0.7-micron triple-layer metal logic products and memory devices with 0.5-micron feature sizes, and researched patterning methods that...

  • Page 13
    ... metals. Certain of the raw materials used in the manufacture of circuits are available from a limited number of suppliers in the United States and elsewhere. For example, for several types of the integrated circuit packages that are purchased by Advanced Micro Devices, as well as by the majority...

  • Page 14
    ...its inception in 1969, Advanced Micro Devices has implemented policies designed to create a favorable working environment for its employees. For example, the Corporation makes available stock option and stock purchase plans, pays special bonuses and maintains a profit-sharing program for some or all...

  • Page 15
    ... residing in the vicinity of two of the Superfund sites filed a class action lawsuit against the Corporation, TRW and Signetics in the Superior Court of Santa Clara County, California (Case No. 716064). The class action suit alleged that groundwater contamination caused by the defendants lowered...

  • Page 16
    ...the 1976 Agreement with Intel to distribute products containing Intel microcode. The Corporation filed a motion on February 1, 1993, for a new trial based upon the discovery by AMD of evidence improperly withheld by Intel at the time of trial. In April, 1993, the court granted AMD a new trial on the...

  • Page 17
    ... Microcode Litigation. (Case No. C-93-20301 PVT, N.D. Cal). On April 28, 1993 Intel Corporation filed an action against AMD in the U.S. District Court, Northern District of California, seeking an injunction and damages with respect to the Corporation's Am486 microprocessor. The suit alleges several...

  • Page 18
    ... is scheduled for March 4, 1994. The current trial date is October 3,1994. 7. Intel Business Interference Case. On November 12, 1992, the Corporation filed a proceeding against Intel Corporation in the Superior Court of Santa Clara County, California (Case No. 726343), for tortious interference with...

  • Page 19
    ... condition. 9. In Re Advanced Micro Devices Securities Litigation. Between September 8 and September 10, 1993, five class actions were filed, purportedly on behalf of purchasers of the Corporation's stock, alleging that the Corporation and various of its officers and directors violated Sections 10...

  • Page 20
    ... statements about the Corporation's development of its 486SX personal computer microprocessor products, and the extent to which that development process included access to Intel's 386 microcode. The action alleges that a pre-suit demand on the Corporation's Board of Directors would have been...

  • Page 21
    ...of security holders during the fourth quarter of the fiscal year covered by this report. EXECUTIVE OFFICERS OF THE REGISTRANT NAME W. J. Sanders III Anthony B. Holbrook AGE ---57 54 POSITION Chairman of the Board and Chief Executive Officer Vice Chairman of the Board and Chief Technical Officer...

  • Page 22
    ...RELATED STOCKHOLDER The information regarding market price range, dividend information and number of holders of Common Stock of Advanced Micro Devices appearing under the caption "Supplemental Financial Data" on pages 30 and 31 of the Corporation's 1993 Annual Report to Stockholders is incorporated...

  • Page 23
    ... the end of Part I under the caption "Executive Officers of the Registrant" and under the captions "Proposal No. 1-Election of Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Corporation's Proxy Statement to be mailed to Stockholders on or before March 27...

  • Page 24
    ... 20-28 30-31 PAGE REFERENCES 1993 ANNUAL FORM REPORT TO 10-K STOCKHOLDERS I II V VI VIII X Marketable Securities...Amounts receivable from officers and employees...Property, plant and equipment...Accumulated depreciation and amortization of property, plant and equipment...Valuation and qualifying...

  • Page 25
    ...and Bank of America N.T. & S.A., filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated February 7, 1990, is hereby incorporated by reference. AMD 1982 Stock Option Plan, as amended. AMD 1986 Stock Option Plan, as amended. AMD 1992 Stock Incentive Plan, as amended. AMD 1980 Stock...

  • Page 26
    ... outstanding stock options and associated limited stock appreciation rights held by officers under certain circumstances, filed as Exhibit 10.10 to the Corporation's Annual Report on Form 10-K for fiscal year ended March 31, 1985, is hereby incorporated by reference. Employment Agreement dated July...

  • Page 27
    ...Joint Venture License Agreement between the Corporation and Fujitsu Limited. Joint Development Agreement between the Corporation and Fujitsu Limited. Credit Agreement dated as of January 4, 1993, among Advanced Micro Devices, Inc., Bank of America National Trust and Savings Association as Agent, The...

  • Page 28
    ... per share earnings. 1993 Annual Report to Stockholders which has been incorporated by reference into Parts I, II and IV of this annual report. To the extent filed, refer to the front page hereinabove. List of AMD subsidiaries. Consent of Independent Auditors, refer to page F-2 hereinabove. Power of...

  • Page 29
    ... TITLE DATE March 1, 1994 /s/ W. J. SANDERS III* Chairman of the Board and Chief W. J.Sanders III) Executive Officer (Principal Executive Officer) /s/ ANTHONY B. HOLBROOK* Vice Chairman of the Board and Anthony B. Holbrook) Chief Technical Officer /s/ RICHARD PREVITE* Director, President...

  • Page 30
    ... ended December 26, 1993: I Marketable Securities...II Amounts Receivable From Officers and Employees...V Property, plant and equipment...VI Accumulated depreciation and amortization of property, plant and equipment...VIII Valuation and qualifying accounts...X Supplementary operations statement...

  • Page 31
    ...our report dated January 6, 1994, included in the 1993 Annual Report to Stockholders of Advanced Micro Devices, Inc. Our audits also included the financial statement schedules of Advanced Micro Devices, Inc. listed in Item 14(a). These schedules are the responsibility of the Corporation's management...

  • Page 32
    ... I ADVANCED MICRO DEVICES, INC MARKETABLE SECURITIES YEAR ENDED DECEMBER 26, 1993 (THOUSANDS) SHORT-TERM MARKETABLE SECURITIES: (A) Certificates of Deposit...Commercial Paper...Treasury Notes...Total Short-Term Marketable Securities... $368,016 34,645 25,114 -------$427,775 A) Stated at cost...

  • Page 33
    29 SCHEDULE II ADVANCED MICRO DEVICES, INC AMOUNTS RECEIVABLE FROM OFFICERS AND EMPLOYEES YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993 BALANCE RECEIVABLE AT BEGINNING OF PERIOD YEAR ENDED DECEMBER 29, 1991: Amounts Receivable from Employees: Robert R. Krueger...(1) Barry...

  • Page 34
    ...998,363 The annual provisions for depreciation and amortization have been computed principally in accordance with the following estimated useful lives: Buildings...Equipment...Leasehold improvements...F-5 26 years 3 to 5 years Lesser of 5 years or life of lease Source: ADVANCED MICRO DEVIC, 10...

  • Page 35
    31 SCHEDULE VI ADVANCED MICRO DEVICES, INC ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993 (THOUSANDS) BALANCE BEGINNING OF PERIOD --------YEAR ENDED DECEMBER 29, 1991: Buildings and leasehold ...

  • Page 36
    ... ADVANCED MICRO DEVICES, INC VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993 (THOUSANDS) BALANCE BEGINNING OF PERIOD --------Allowance for doubtful accounts: YEARS ENDED: December 29, 1991...December 27, 1992...December 26, 1993 1) Accounts...

  • Page 37
    33 SCHEDULE X ADVANCED MICRO DEVICES, INC SUPPLEMENTARY OPERATIONS STATEMENT INFORMATION YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993 (THOUSANDS) CHARGED TO COSTS AND EXPENSES 1991 1992 1993 Maintenance and repairs...$ 58,097 $ 69,004 $ 76,124 All other information is ...

  • Page 38
    ...and Bank of America N.T. & S.A., filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated February 7, 1990, is hereby incorporated by reference. AMD 1982 Stock Option Plan, as amended. AMD 1986 Stock Option Plan, as amended. AMD 1992 Stock Incentive Plan, as amended. AMD 1980 Stock...

  • Page 39
    ... outstanding stock options and associated limited stock appreciation rights held by officers under certain circumstances, filed as Exhibit 10.10 to the Corporation's Annual Report on Form 10-K for fiscal year ended March 31, 1985, is hereby incorporated by reference. Employment Agreement dated July...

  • Page 40
    ...Joint Venture License Agreement between the Corporation and Fujitsu Limited. Joint Development Agreement between the Corporation and Fujitsu Limited. Credit Agreement dated as of January 4, 1993, among Advanced Micro Devices, Inc., Bank of America National Trust and Savings Association as Agent, The...

  • Page 41
    37 AMD -- 90185 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 42
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 43
    ... Internal Revenue Code of 1954, as amended to date and as it may be amended from time to time, is referred to herein as the "Code". (b) The Company, by means of the Plan, seeks to retain the services of its current key employees, and to secure and retain the services of new key employees necessary...

  • Page 44
    ... under the Plan, the number of Shares for which each Option or Right shall be granted, the term of each granted Option or Right and the time or times during the term of each Option or Right within which all or portions of each Option or Right may be exercised, 2 Source: ADVANCED MICRO DEVIC, 10...

  • Page 45
    ...that no such action may be taken by the Board or its delegate without the written consent of the affected Participant. (c) The Board or its delegate shall also have the power, subject to and within the limits of the express provisions of this Plan: 3 3 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 46
    ... effective. (2) Generally, to exercise such powers and to perform such acts as are deemed necessary or expedient to promote the best interests of the Company. (d) The Board of Directors may, by resolution, delegate administration of the Plan (including, without limitation, the Board's powers under...

  • Page 47
    ...or more officers of the Company. (e) Unless each member of the Board is a Disinterested Director, the Board shall, by resolution, delegate administration of the Plan with respect to the participation in the Plan of employees who are subject to Section 16 of the Exchange Act, including its powers to...

  • Page 48
    ...of options to Outside Directors pursuant to Section 8 of the 1992 Stock Incentive Plan). 4. SHARES SUBJECT TO PLAN AND TO OPTIONS (a) Subject to the provisions of Section 10 (relating to adjustments upon changes in stock), the stock which may be 6 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 49
    ... or part time employees of the Company and/or of any parent or subsidiary. Directors of the Company who are not also employees of the Company shall not be eligible for the benefits of the Plan. No ISO may be granted to a person who, at the time of grant, 7 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 50
    ... the total combined voting power of the Company or of its parent or any subsidiary unless the option price is at least 110% of the fair market value of the stock subject to the option and the term of the option does not exceed five (5) years from the date such ISO is granted. Any employee may hold...

  • Page 51
    ... Shares subject thereto while there is outstanding any other ISO, granted to the optionee prior to the grant of the New Option, to purchase Common Stock in the Company or in a corporation that is, at the time of granting of the New Option, to purchase Common Stock in the Company or in a corporation...

  • Page 52
    ... the Company (or affiliate) or if a Participant makes any unauthorized disclosure of any of the trade secrets or confidential information of the Company (or affiliate), engages in any conduct which constitutes unfair competition with the Company (or affiliate), 10 Source: ADVANCED MICRO DEVIC, 10...

  • Page 53
    ... of employment, the Participant may receive payment from the Company (or affiliate) for vacation pay, for services rendered prior to termination, for services for the day on which termination occurs, for salary in lieu of notice, or for other benefits. In making such determination, the Board or...

  • Page 54
    ... relations order to a former spouse who is neither a director nor an employee of the Company or any of its Affiliates, the former spouse shall have the right for the period of twelve months following the date of transfer, or such other period as the Board or its delegate may fix, to exercise the...

  • Page 55
    ... Board or its delegate shall deem appropriate. No option, however, nor anything contained in the Plan, shall confer upon any employee any right to continue in the employ of the Company (or affiliate) nor limit in any way the right of the Company (or affiliate) to terminate his employment at any time...

  • Page 56
    ...the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities; or (ii) in any two-year period, individuals who were members of the Board of Directors (the...

  • Page 57
    ... the Company's Board of Directors as a corporate officer of the Company, due to diminution or adverse change in the circumstances of such Participant's employment with the Company, as determined in good faith by the Participant, including, without limitation, reporting relationships, job description...

  • Page 58
    ... individual optionees, including officers, on such terms as may be approved by the Board of Directors for the purpose of financing the exercise of options granted under the Plan and the payment of any taxes that may be due by reason of such exercise. 16 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 59
    ... subject to such other conditions as the Board or its delegate may require. The value of shares withheld or delivered shall be the fair market value of such shares on the date the exercise becomes taxable. Such Withholding Election shall be 17 17 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 60
    ...Plan shall be used for general corporate purposes. 10. ADJUSTMENT OF AND CHANGES IN THE STOCK In the event that the shares of Common Stock of the Company, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company...

  • Page 61
    ... events. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Company, or of any stock or other securities into which such Common Stock shall have changed, or for which it shall have been exchanged, then if the Board of Directors...

  • Page 62
    ...whom the option was granted. 12. TERMINATION OR SUSPENSION OF THE PLAN The Board of Directors at any time may suspend or terminate the Plan. The Plan, unless sooner terminated, shall terminate at the end of ten (10) years from the date the Plan 20 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 63
    ... at any time the Board of Directors shall determine in its discretion that the listing or qualification of the shares of stock subject thereto on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body or the Shareholders of the Company, is...

  • Page 64
    ... the books of the Company any assignments or transfer made or attempted to be made except as provided in the Plan and to cause said officers to refuse to cancel old certificates or to issue to deliver new certificates therefore where the purchaser or assignee has acquired certificates for the stock...

  • Page 65
    ... subsidiary, or shall interfere with or restrict the rights of the Company or any subsidiary, which are hereby expressly reserved, to discharge an employee at any time, with or without cause, or to adjust the compensation of any employee. 23 23 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 66
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 67
    .... The Internal Revenue Code of 1954, as amended to date and as it may be amended from time to time, is referred to herein as the "Code". (b) The Company, by means of the Plan, seeks to retain the services of current key employees, and to secure and retain the services of new key employees necessary...

  • Page 68
    ... the Plan, the number of Shares for which each Option or Right shall be granted, the term of each granted Option or Right and the time or times during the term of each Option or Right within which all or portions of each Option or Right may be exercised (which 2 Source: ADVANCED MICRO DEVIC, 10...

  • Page 69
    ... without the written consent of the affected Participant. (c) The Board or its delegate shall also have the power, subject to and within the limits of the express provisions of this Plan: (1) To construe and interpret the Plan and Options 3 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 70
    ... effective. (2) Generally, to exercise such powers and to perform such acts as are deemed necessary or expedient to promote the best interests of the Company. (d) The Board of Directors may, by resolution, delegate administration of the Plan (including, without limitation, the Board's powers under...

  • Page 71
    ...or more officers of the Company. (e) Unless each member of the Board is a Disinterested Director, the Board shall, by resolution, delegate administration of the Plan with respect to the participation in the Plan of employees who are subject to Section 16 of the Exchange Act, including its powers to...

  • Page 72
    ... of the Company or any of its Affiliates. 4. SHARES SUBJECT TO PLAN AND TO OPTIONS (a) The total sum of the stock which may be sold pursuant to options granted under the Plan plus the Rights which may be exercised under the 1986 Stock Appreciation Rights 6 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 73
    ...the Company's authorized Common Stock. Such stock may be unissued shares or reaquired shares or shares bought on the market for the purposes of issuance under the Plan. This number of authorized shares shall take into account adjustments pursuant to Section 10, and shall include stock dividends with...

  • Page 74
    8 Members of the Board of Directors of the Company who are not also employees of the Company shall not be eligible for the benefits of the Plan. No ISO may be granted to a person who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of the Company or its ...

  • Page 75
    ... to all or any part of the Shares subject thereto while there is outstanding any other ISO, granted to the optionee prior to the grant of the New Option, to purchase Common Stock in the Company or in a corporation that is, at the time of granting of the New Option, a Parent or Subsidiary of the...

  • Page 76
    ... competition with the Company (or affiliate), induces any customer of the Company (or affiliate) to break any contract with the Company (or affiliate) or induces any principal for whom the Company (or affiliate) acts as agent to terminate such agency 10 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 77
    ...by the Participant on the date of termination of his employment, or to the extent otherwise specified by the Board or its delegate, which may so specify at a time that is subsequent to the date of the termination of his employment, provided the 11 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 78
    ... relations order to a former spouse who is neither a director nor an employee of the Company or any of its Affiliates, the former spouse shall have the right for the period of twelve months following the date of transfer, or such other period as the Board or its delegate may fix, to exercise the...

  • Page 79
    ...the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities; or (ii) in any two-year period, individuals who were members of the Board of Directors (the...

  • Page 80
    ... the Company's Board of Directors as a corporate officer of the Company, due to diminution or adverse change in the circumstances of such Participant's employment with the Company, as determined in good faith by the Participant, including, without limitation, reporting relationships, job description...

  • Page 81
    ...UPON EXERCISE (a) The purchase price of stock sold pursuant to an option shall be paid either in full in cash or by certified check at the time the option is exercised or pursuant to any deferred payment arrangement that the Board of Directors in its 15 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 82
    ... of such option are transferred to the option holder. An option holder may make a Withholding Election to pay required minimum withholding taxes by the withholding of shares from the total number of shares deliverable pursuant to the exercise of the 16 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 83
    ... into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split- up, combination of shares, or 17 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 84
    ... events. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Company, or of any stock or other securities into which such Common Stock shall have changed, or for which it shall have been exchanged, then if the Board of Directors...

  • Page 85
    ... with the maximum benefits provided or to be provided under Section 422A of the Code and the regulations promulgated thereunder relating to employee incentive stock options and/or to bring the Plan or options granted under it into compliance therewith. 19 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 86
    ..., QUALIFICATION OR APPROVAL OF STOCK; APPROVAL OF OPTIONS All options granted under the Plan are subject to the requirement that if at any time the Board of Directors shall determine in its discretion that the listing or qualification 20 20 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 87
    ... said officers to refuse to cancel old certificates or to issue to deliver new certificates therefore where the purchaser or assignee has acquired certificates for the stock represented thereby, except strictly in accordance with the provisions of this Plan. 21 Source: ADVANCED MICRO DEVIC, 10...

  • Page 88
    ... shall confer on an employee any right to continue in the employ of the Company or any subsidiary, which are hereby expressly reserved, to discharge an employee at any time, with or without cause, or to adjust the compensation of any employee. 22 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 89
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 90
    ...the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities; or (ii) in any two-year period, individuals who were members of the Board of Directors (the...

  • Page 91
    ...(B) the valuation placed on such securities or property by the Board of Directors. (j) Fair Value per Share" shall mean the New York Stock Exchange which such determination is Market Value per Share: The term "Fair Market as of any day (i) the closing price for Shares on as reported on the composite...

  • Page 92
    ... the Board of Directors of the Company who is not also an employee of the Company or an Affiliate. (o) Participant: The term "Participant" shall mean any person who holds an Option or a Stock Appreciation Right granted under this Plan. (p) Plan: The term "Plan" shall mean this Advanced Micro Devices...

  • Page 93
    ...grants of Options to Outside Directors pursuant to Section 8 hereof, the Board or its delegate shall have the power, subject to and within the limits of the express provisions of the Plan: Plan. (1) To grant Options and Rights pursuant to the (2) To determine from time to time which of the eligible...

  • Page 94
    ... which may be issued pursuant to the exercise of Options or Rights granted under the Plan shall not exceed in the aggregate ninemillion three hundred fifty thousand (9,350,000) Shares of the Company's authorized Common Stock and may be unissued Shares or 5 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 95
    ... or part-time employees of the Company and/or of any Affiliate. Outside Directors shall not be eligible for the benefits of the Plan, except as provided in Section 8 hereof. Any employee or Outside Director may hold more than one Option and Right at any time. 6. STOCK OPTIONS -- GENERAL PROVISIONS...

  • Page 96
    ... to the Board or its delegate evidence on his behalf. For the purpose of this paragraph, termination of employment shall be deemed to occur on the date when the Company dispatches notice or advice to the Participant that his employment is terminated. 7 7 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 97
    ... each annual meeting of the Company's stockholders, each Outside Director reported as being elected shall be granted an additional option to purchase 3,000 Shares under the Plan (the "Annual Option"); provided, however, that an Outside Director who has not previously 8 Source: ADVANCED MICRO DEVIC...

  • Page 98
    ... the Board of Directors of the Company to receive a First Option, if there are insufficient Shares available under the Plan for each Outside Director to receive an Annual Option (as adjusted) in any year, the number of Shares subject to each Annual Option in such year shall equal the total number of...

  • Page 99
    ... Fair Market Value per Share on the date of exercise equal to the exercise price. Any such election shall be subject to the approval of the Board or its delegate and must be made in compliance with rules and procedures established by the Board or its delegate. 10 Source: ADVANCED MICRO DEVIC, 10...

  • Page 100
    ... this Section 11, the term "Spread" as used in paragraph (c) of this Section 11 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the highest Fair Market Value per Share during a Window Period over (B) the 11 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 101
    ... has occurred the employment of any Participant is terminated by the Company for any reason other than for Misconduct (or, if applicable, by Constructive Termination), then such Participant's General Right shall become fully vested on the date of 12 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 102
    ... to a Limited Right held by a Participant who is subject to Section 16 of the Exchange Act the event constituting a Change of Control shall have been subject to stockholder approval by non-insider stockholders of the Company, as determined under Rule 16(b)(3) of 13 Source: ADVANCED MICRO DEVIC, 10...

  • Page 103
    ... the exercise, cancelleation or termination of any Related Option, the Right or Rights that relate thereto will cease to be exercisable to the extent of the number of Shares with respect to which the Related Option is exercised, cancelled or terminated. 14 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 104
    ... the Company by reason of any stock dividend, stock split, spin-off, split up, merger, consolidation, recapitalization, reclassification, combination or exchange of shares, or any other similar corporate event, then the Board or its delegate shall make appropriate adjustments to the number of Shares...

  • Page 105
    ... in the Code, the Employee Retirement Income Security Act, or the rules thereunder. 17. TERMINATION OR SUSPENSION OF THE PLAN The Board of Directors at any time may suspend or terminate the Plan. The Plan, unless sooner terminated, shall terminate at the end of ten years from the date the Plan is...

  • Page 106
    ... OPTIONS All Options and Rights granted under the Plan are subject to the requirement that if at any time the Board shall determine in its discretion that the registration, listing or qualification of the shares of stock subject thereto on any securities exchange or under any applicable law, or the...

  • Page 107
    ... of and Changes in the Stock Effective Date of the Plan Amendment of the Plan ... ... ... Termination or Suspension of the Plan Registration, Listing, Qualification, Approval of Stock and Options No Right to Employment Miscellaneous ... ... i Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 108
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 109
    ...to this Plan or any other plan of the Company or any of its affiliates, except for options granted automatically pursuant to the formula set forth in the Advanced Micro Devices, Inc. 1992 Stock Incentive Plan. (c) 1969 Plan: The term "1969 Plan" shall mean the Corporation's 1969 Stock Option Plan as...

  • Page 110
    ...) if the Shares are not listed or admitted to trading on the New York Stock Exchange on the day as of which the determination is being made, the amount determined by the Committee to be the fair market value of a Share on such day. 3. Administration. (a) The Board of Directors (the "Board"), whose...

  • Page 111
    ... or more officers of the Company. (d) Unless each member of the Board is a Disinterested Director, the Board shall, by resolution, delegate administration of the Plan with respect to the participation in the Plan of employees who are subject to Section 16 of the Exchange Act, including its powers to...

  • Page 112
    ...per Share on the date of exercise of the General Right; or or (ii) an amount in cash equal to the Spread; (iii) a combination of cash in the amount specified in such holder's notice of exercise, and a number of Shares calculated as provided in Clause (i) of this 4 Source: ADVANCED MICRO DEVIC, 10...

  • Page 113
    ... of the General Right; (ii) deliver to the Corporation such written representations, warranties and covenants as the Corporation may require under Section 8 of this Plan; and (iii) if requested by the Corporation, deliver the Right Agreement relating to the 5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 114
    ... be valued in determining the Offer Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity making such Offer or (B) the valuation placed on such securities or property by the 6 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 115
    ... Term of the Plan. (a) This Plan shall become effective on the date on which it is approved by the holders of outstanding shares of Common Stock of the Corporation constituting a majority of such shares present in person or represented by proxy and entitled to vote at a meeting of stockholders of...

  • Page 116
    ...under this Plan. Such termination shall not affect any Stock Options or Rights granted prior to such termination. 7. Certain Adjustments. (a) In the event that the Company shall pay a stock dividend in, or split-up, combine, reclassify or substitute other securities for, its outstanding Shares, the...

  • Page 117
    ... delegate. 9. Amendment of the Plan. The Board of Directors of the Corporation (i) may at any time and from time to time modify or amend this Plan in any respect, except that without shareholder approval no such modification or amendment may increase the maximum number of Shares as to which Rights...

  • Page 118
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 119
    ... most recently preceding day on which there was such a sale, or (ii) if the Shares are not listed or admitted to trading on the New York Stock Exchange on the day as of which the determination is made, the amount determined by the Board or its 1 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 120
    ...of the express provisions of the Plan: (1) To grant Rights pursuant to the Plan. (2) To determine from time to time which of the eligible persons shall be granted Rights under the Plan, the number of Shares for which each Right shall be granted, the term of each 2 Source: ADVANCED MICRO DEVIC, 10...

  • Page 121
    ... or more officers of the Company. (d) Unless each member of the Board is a Disinterested Director, the Board shall, by resolution, delegate administration of the Plan with respect to the participation in the Plan of employees who are subject to Section 16 of the Exchange Act, including its powers to...

  • Page 122
    .... Members of the Board of Directors of the Corporation who are not also employees of the Corporation shall not be eligible for the benefits of the Plan. Any employee may hold more than one Right at any time. 6. Stock Appreciation Rights - General Rights. 4 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 123
    ... 6 of a holder of a General Right to receive cash upon the exercise of a General Right ("Cash election"). Such consent or disapproval may be given at any time after the Cash Election to which it relates. If the Board or its delegate shall disapprove a 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 124
    ... Securities Exchange Act of 1934 during the term of this Plan. Should any provision of this Section 6 be unnecessary to comply with the requirements of the Rule, the Board of Directors of the Corporation may amend this Plan to add to or modify the provisions of this Plan accordingly. (g) No General...

  • Page 125
    ... equal to the product computed by multiplying (i) the excess of (A) the Offer Price per Share over (B) the Award Price per Share at which the Related Option is exercisable, by (ii) the number of Shares with respect to which such Limited Right is being exercised. 7 Source: ADVANCED MICRO DEVIC, 10...

  • Page 126
    ... under this Plan shall be exercisable until the Plan is approved by the holders of outstanding shares of Common Stock of the Corporation constituting a majority of such shares present in person or represented by proxy and entitled to vote at a meeting of shareholders of the Corporation duly called...

  • Page 127
    ... assets of the Corporation are transferred to another corporation, such action shall be taken, if any, which in the judgment of the Board of Directors is necessary to substitute for Shares covered by any outstanding Right the type of securities or property of the corporation surviving such merger or...

  • Page 128
    ...a majority of the outstanding shares of the Company/Corporation entitled to vote, where such amendment will: (a) under the Plan; (b) under the Plan; or increase the number of Rights which may be exercised materially increase the benefits accruing to participants 10 Source: ADVANCED MICRO DEVIC, 10...

  • Page 129
    ... Obligations. Neither this Plan nor the grant of any Right shall confer any right on any employee to remain in the employ of the Corporation or any subsidiary or restrict the right of the Corporation or any subsidiary to terminate his employment. 11 11 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 130
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 131
    ... Board's authority is delegated. the Company. (d) "Common Stock" shall mean the Common Stock of "Company" shall mean Advanced Micro Devices, (e) Inc., a Delaware corporation. (f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee...

  • Page 132
    ... that the Board of directors shall delegate administration of the Plan to the extent required by Section 4(e). (b) The Board or its delegate shall have the power, subject to and within the limits of the express provisions of the Plan: (1) To make any determination under this Plan in execution of its...

  • Page 133
    ... the timing, pricing, amount or other material term of an Option or Right, to a committee of one or more members of the Board of Directors, whether or not such members of the Board of Directors are Disinterested Directors, or to one or more officers of the Company. 3 Source: ADVANCED MICRO DEVIC...

  • Page 134
    ... for each Share as of the date of grant of the Option covering such Share) in excess of $100,000 becoming first available upon exercise of one or more Incentive Stock Option during any calendar year. (c) Section 5(b) of the Plan shall apply only to an 4 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 135
    ... Board in its discretion; provided, however, that where there is a public market for the Common Stock, the fair market value per Share shall be the mean of the bid and asked prices of the Common Stock for the date of grant, as reported in the Wall Street Journal, or, 5 Source: ADVANCED MICRO DEVIC...

  • Page 136
    6 in the event the Common Stock is listed on a stock exchange or on the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market System, the fair market value per Share shall be the closing price on the exchange on the date of grant of the Option, as reported in the ...

  • Page 137
    ...to exercise that had accrued at the date of termination. (d) Divorce: If an Option or any portion thereof is transferred pursuant to a qualified domestic relations order to a former spouse who is neither a director nor an employee of the Company or any of its Affiliates, the former spouse shall have...

  • Page 138
    ...% of the combined voting power of the Company by the Company, any of its wholly-owned subsidiaries, or any trustee or other fiduciary holding securities of the Company under an employee benefit plan now or hereafter established by the Company. As used 8 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 139
    ... the Company's Board of Directors as a corporate officer of the Company, due to diminution or adverse change in the circumstances of such Participant's employment with the company, as determined in good faith by the Participant, including, without limitation, reporting relationships, job description...

  • Page 140
    ...of the aforementioned relevant provisions of law. 15. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the 10 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 141
    ... to all shareholders of the Company. The Company shall not be required to provide such information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 11 Source: ADVANCED MICRO DEVIC, 10...

  • Page 142
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 143
    ...Advanced Micro Devices, Inc. 1987 Restricted Stock Award Plan (the "Plan") is intended to attract and retain employees of Advanced Micro Devices, Inc. (the "Corporation) and its subsidiaries who are and will be contributing to the success of the business; to motivate and reward outstanding employees...

  • Page 144
    ...the Plan of employees who are subject to Section 16 of the Exchange Act, including its powers to select such employees for participation in the Plan, to make substantive decisions concerning the timing, pricing, amount or any other material term of an award, to a 2 Source: ADVANCED MICRO DEVIC, 10...

  • Page 145
    ... shall be made available, at the discretion of the Board of Directors, either from the authorized but unissued shares of Common Stock of the Corporation or from shares of Common Stock reacquired by the Corporation including shares purchased in the open market for the purpose of issuance under the...

  • Page 146
    ...delegate, and must be in compliance with rules and procedures established by the Board or its delegate. An award holder who elects under Section 83(b) of the Internal Revenue Code to be taxed at the time shares are issued subject to restrictions 4 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 147
    ... of Common Stock that are similarly restricted. 7. AGREEMENTS AND CERTIFICATES. (a) Each recipient of an award under this Plan shall execute an agreement or other instrument evidencing the award and shall deliver a fully executed copy thereof to the Corporation. 5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 148
    ...have any of the rights of a stockholder of the Corporation with respect to any shares of Restricted Stock for which no certificate has been issued. 8. AMENDMENT OF THE PLAN. 6 The Board or its delegate may amend the Plan at any time, provided that, unless approved by the stockholders within twelve...

  • Page 149
    ... In the event that the number of outstanding shares of Common Stock of the Corporation shall be changed by reason of split-ups or combinations of shares, any merger, consolidation, reorganization or recapitalization, stock dividends or other capital adjustments, the number of shares for which awards...

  • Page 150
    ... 11. EFFECTIVE DATE. (a) This Plan shall be submitted to the stockholders of the Corporation at the Annual Meeting in 1987, and, if approved by the stockholders, shall become effective June 10, 1987. (b) No shares of Common Stock awarded pursuant to this Plan may be sold, transferred, pledged or...

  • Page 151
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 152
    ... 10.27(a JOINT VENTURE AGREEMENT BETWEEN ADVANCED MICRO DEVICES, INC. AND FUJITSU LIMITED Confidential portions of this document have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Source: ADVANCED MICRO DEVIC, 10...

  • Page 153
    .... . "ASSOCIATED AGREEMENTS" ..."BOARD OF DIRECTORS"..."BUSINESS PLAN" ..."COMBINED FINANCIAL CONTRIBUTION"..."CONFIDENTIAL INFORMATION"..."EFFECTIVE DATE"..."EPROM"..."FLASH MEMORY" ..."FUJITSU INVESTMENT AGREEMENT" "GOVERNMENTAL APPROVALS" ..."GOVERNMENTAL AUTHORITY" ..."INDEPENDENT ACCOUNTING FIRM...

  • Page 154
    ...4.3 Transfer of Shares; Right of First Refusal...Section 4.4 Transfer of Fujitsu Employees . Section 4.5 Transfer and Assignment of AMD Employees ...Section 4.6 Confidentiality ...15 ...15 ...15 ...17 ...19 ...19 ...19 Article 5. Article 6. ASSOCIATED AGREEMENTS...22 REPRESENTATIONS AND WARRANTIES...

  • Page 155
    4 Section 8.17. Construction and Reference ...37 Section 8.18. Governmental Approvals ...37 Section 8.19. Counterparts ...37 iii Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 156
    ...JOINT VENTURE AGREEMENT Joint Venture Agreement ("Agreement") dated as of March 30, 1993, by and between ADVANCED MICRO DEVICES, INC. ("AMD"), a Delaware corporation having its principal place of business at 901 Thompson Place, Sunnyvale, California 94088-3453, U.S.A., and FUJITSU LIMITED ("Fujitsu...

  • Page 157
    ... 1.5 "BOARD OF DIRECTORS" shall mean the board of directors of JV as from time to time constituted pursuant to the terms of this Agreement. Section 1.6 "BUSINESS PLAN" shall mean a business plan of JV agreed to in writing by both parties hereto, as from time to 2 Source: ADVANCED MICRO DEVIC, 10...

  • Page 158
    ... which device is electrically programmable and erasable by using ultraviolet light. The device mainly consists of such floating gate structure cells with auxiliary logic circuits, if any, when such logic circuits are used solely for memory operation or interface to other products. OTPROM or One Time...

  • Page 159
    ... gates. The device mainly consists of such floating gate structure cells, with auxiliary logic circuits, if any, when such logic circuits are used solely for memory operation or interface to other products. Section 1.12 "FUJITSU INVESTMENT AGREEMENT" shall have the meaning set forth in Section...

  • Page 160
    ... sale of JV Products. Section 2.2 The Name of JV. The name of JV shall be as set forth in the Articles of Incorporation in Japanese and "Fujitsu AMD Semiconductor Limited" in English. Fujitsu shall file a temporary application for registration to reserve JV's Japanese 5 Source: ADVANCED MICRO DEVIC...

  • Page 161
    ...be increased from time to time in accordance with a schedule to be agreed upon between the parties. As specified in the Business Plan, the maximum authorized capital of JV shall be Y40,000,000,000, to be represented by 800,000 shares of such common stock. 6 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 162
    ...meeting of the shareholders. D. Resolutions with respect to the following matters shall be adopted by the affirmative vote of shareholders [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the issued and outstanding 7 Source: ADVANCED MICRO DEVIC...

  • Page 163
    ... two (2) statutory auditors (kansayaku), [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. The full-time statutory auditor (jookin kansayaku) shall be the statutory auditor nominated by Fujitsu. 8 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 164
    ...vice chairman, representative directors and directors with titles in accordance with Sections 3.3.A. and B. above. Section 3.4 Meetings and Resolutions of the Board of Directors. A. A regular meeting of the Board of Directors shall be held once each calendar quarter. 9 Source: ADVANCED MICRO DEVIC...

  • Page 165
    ... SECURITIES AND EXCHANGE COMMISSION] (5) Approval of: a. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]; b. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]; 10 14 Source: ADVANCED MICRO DEVIC...

  • Page 166
    ... WITH THE SECURITIES AND EXCHANGE COMMISSION]. (10) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. (11) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. 11 15 Source: ADVANCED MICRO DEVIC, 10...

  • Page 167
    ... by the Board of Directors. Section 3.6 Manufacturing Activity. JV shall construct a semiconductor wafer fabrication facility capable of mass production with eight-inch wafer line, and shall manufacture JV Products in accordance with the Business Plan. 12 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 168
    ... properties, head count, shareholders' equity, business operation, and annual proposals governing appropriation of profits or covering losses. C. The parties agree that JV shall designate Fujitsu's Independent Accounting Firm, as approved by Fujitsu's shareholders, as the Independent Accounting Firm...

  • Page 169
    18 outstanding shares of JV. D. The annual accounting report of JV shall be audited at the expense of JV by its Independent Accounting Firm in accordance with the laws of Japan. E. Each party shall, upon reasonable written notice to JV and to the other party, have access to JV's books, records, ...

  • Page 170
    ...financial institutions for JV's long-term capital. Such loans shall be guaranteed by the parties in proportion to their respective Percentage Interests. E. In the event that JV is unable to secure necessary financing, the parties themselves shall advance the necessary funds to JV, each party lending...

  • Page 171
    ... are to be offered for sale (whether in connection with a dissolution of JV or otherwise) Fujitsu shall have the right to purchase JV's fabrication facility at a price equal to the book value of such facility, as determined by JV's Independent Accounting Firm as of the close of the preceding quarter...

  • Page 172
    ... OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. No owner of JV shares may sell or transfer less than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of its shares in JV. 17 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 173
    ..., seek the Board of Directors' approval, by not less than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] votes, of a sale or transfer of its shares to a specified third party; provided, however, that in the event that a sale or transfer to such...

  • Page 174
    ...based on total years of service. Section 4.5 Transfer and Assignment of AMD Employees. AMD may transfer or assign its personnel to JV [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], subject to the approval of the full-time standing directors, such...

  • Page 175
    ... to those of its employees and agents who have a "need to know", and (iii) instruct and require such employees, sublicensees, and agents to maintain the confidentiality of such information and not to use such Confidential Information except 20 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 176
    ... specifications generated under Section 5.3(a) of the Joint Development Agreement to its potential customers. F. The obligations under this Section 4.6 shall apply with respect to any Confidential Information for a period of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES...

  • Page 177
    ... Investment Agreement"). E. An Investment Agreement between Fujitsu and AMD dated as of March 1993 providing for the purchase of stock in Fujitsu by AMD (the "AMD Investment Agreement," collectively with the Fujitsu Investment Agreement, the "Investment Agreements"). 22 Source: ADVANCED MICRO DEVIC...

  • Page 178
    ... WARRANTIES 27 Section 6.1 Representations and Warranties of Fujitsu. Fujitsu hereby represents and warrants to AMD, as of the date hereof and as of the Effective Date, as follows: A. Corporate Organization; Etc. Fujitsu is a corporation duly organized and validly existing under the laws of Japan...

  • Page 179
    ... omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Section 6.2 Representations and Warranties of AMD. AMD hereby represents and warrants to Fujitsu, as of the date hereof 24 28 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 180
    ..., condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or assets of AMD 25 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 181
    ... written notice to the other party. Section 7.2 Term. The term of this Agreement shall continue for so long as JV remains in existence, unless earlier terminated by mutual agreement of the parties or as provided herein. 26 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 182
    ... party in writing of the occurrence of any Triggering Event when known to such party. A. A material breach of this Agreement, the AMD Investment Agreement, the Fujitsu Investment Agreement, the Joint Development Agreement or the Joint Venture License Agreement by the Triggering Party, or a material...

  • Page 183
    ... of more than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of its capital stock. D. A third party (other than a bank, insurance company or other financial or investment company or institution) acquires a greater than [CONFIDENTIAL INFORMATION...

  • Page 184
    ... such sale, such party shall be precluded from (a) manufacturing any EPROM or Flash Memory device that is or may be competitive with JV and is manufactured using wafer processes with geometries of 0.5 micron or less and that embodies, incorporates or is subject 29 Source: ADVANCED MICRO DEVIC, 10...

  • Page 185
    ... any EPROM or Flash Memory device that is or may be competitive with JV and is manufactured using wafer processes with geometries of 0.5 micron or less, or (y) employing, soliciting for employment or recommending for employment any person employed by JV (excluding employees transferred to JV from...

  • Page 186
    ... benefit of and be binding upon the parties' permitted successors and assigns. Section 8.3. Survival. If a party sells all of its shares in JV, or if JV is dissolved, or if this Agreement is terminated, the obligations hereunder of each party to the other and to JV 31 Source: ADVANCED MICRO DEVIC...

  • Page 187
    ...or by messenger, or by recognized courier service (with written receipt confirming delivery), or by postage prepaid, return receipt requested, registered or certified airmail, addressed: If to AMD: Advanced Micro Devices, Inc. 915 De Guigne Drive Sunnyvale, CA 94086, USA Attn: Mr. Gene Conner Senior...

  • Page 188
    ...: Mr. Hirohiko Kondo General Manager Electronic Devices Marketing Division with a copy to: Fujitsu Limited Marunouchi Center Bldg. 6-1, Marunouchi 1-chome Chiyoda-ku, Tokyo 100, Japan Attn: Mr. Gen Iseki General Manager Legal Division Each such notice or other communication shall for all purposes...

  • Page 189
    ...specific performance of provisions of this Agreement and of the Associated..., filed with...counsel in the arbitration or preparation for arbitration of the dispute. Confidential Information may be disclosed (i) to attorneys, (ii) to parties, and (iii) to outside experts 34 Source: ADVANCED MICRO DEVIC...

  • Page 190
    ... is executed, including without limitation that certain Memorandum of Understanding between Fujitsu and AMD dated July 13, 1992 and the Nondisclosure Agreements. Neither party has relied upon any representation or warranty of the other party except as expressly set forth herein or in the Associated...

  • Page 191
    ...Board of Directors are in the Japanese language, which language shall be controlling in all respects. Section 8.14. No Agency. This Agreement shall not constitute an appointment of either party as the legal representative or agent of the other party, nor shall either 36 Source: ADVANCED MICRO DEVIC...

  • Page 192
    ... of the parties shall use its reasonable best efforts to obtain all Governmental Approvals and shall cooperate with the other in good faith. Section 8.19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and 37 Source: ADVANCED MICRO DEVIC, 10...

  • Page 193
    ... have caused this Agreement to be executed by their duly authorized representatives on the date set forth above. ADVANCED MICRO DEVICES, INC. /s/ W.J. SANDERS III _____ By: W.J. Sanders III Title: Chairman and CEO Date: March 18, 1993 FUJITSU LIMITED /s/ TADASHI SEKIZAWA _____ By: Tadashi Sekizawa...

  • Page 194
    ... of Incorporation (Japanese language) EXHIBIT A-2 Articles of Incorporation (English translation) EXHIBIT B-1 Regulations of the Board of Directors (Japanese language) EXHIBIT B-2 Regulations of the Board of Directors (English translation) 1 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 195
    ... Exhibit 10.27(a) Exhibit A-1 to the Joint Venture Agreement is a Japanese language document. The registrant represents that Exhibit A-2 to the Joint Venuture Agreement constitutes a fair and accurate English translation of Exhibit A-1. ADVANCED MICRO DEVICES, INC. By: /s/ MARVIN D. BURKETT Marvin...

  • Page 196
    ... AMD Semiconductor Limited in English. Article 2 (Object) The object of the Company shall be to engage in the following businesses: (1) (2) Article 3 Manufacture and sales of semiconductor integrated circuits All business incidental to or associated with the preceding Item (Location of Head Office...

  • Page 197
    ... share certificates to be issued by the Company shall be determined by the Board of Directors. Article 8 (Restriction on Transfer of Shares) Transfer of shares of the Company shall be subject to the approval of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE...

  • Page 198
    ... determined by the Board of Directors. Article 11 (Registration of Shareholders, etc.) Shareholders, pledgees, trustees or their statutory representatives shall notify the Company of their names, addresses and seal impressions (specimen signature in case of a foreigner with the custom of signature...

  • Page 199
    ... each shareholder at least one month before the day set for such meeting. The notice shall contain date, time, place and agenda for the meeting. 2. The notice shall be prepared both in Japanese and English and shall be dispatched to the registered address of each 4 Source: ADVANCED MICRO DEVIC, 10...

  • Page 200
    ...] the total issued and outstanding common shares. (1) (2) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 201
    ... voting. Article 23 (Term of Office) 1. The term of office of a Director shall expire at the close of the ordinary general meeting of shareholders covering the last business term within one (1) year after his or her assumption of office. 6 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 202
    ... a resolution of shareholders at a general meeting of shareholders. Article 25 (Representative Directors and Directors with Special Title) 1. The Company shall, by a resolution of the Board of Directors, elect one (1) Chairman and one (1) Vice Chairman from among the Directors. In case of necessity...

  • Page 203
    ... or dispensed with, if all Directors agree in writing. Article 29 (Place) Meetings of the Board of Directors shall be held in the area where the head office of the Company is located or at any other place if agreed in writing by all Directors. 8 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 204
    ... general meeting of shareholders covering the last business term within two (2) years after his or her assumption of office. 2. The term of office of a Statutory Auditor elected to fill a vacancy shall be the remainder of the term of office of his or her predecessor. 9 Source: ADVANCED MICRO DEVIC...

  • Page 205
    ...Dividends shall be paid to the shareholders and registered pledgees entered in the register of shareholders as of the closing date of each business term of the Company. Chapter 7 Article 38 Supplementary Provisions (The total number of Shares to be Issued at Time of Incorporation) The total number...

  • Page 206
    ... close of the ordinary general meeting of shareholders covering the last business term within one (1) year after their assumption of office. Article 41 (Name and Address of Promoter) The name and address of the promoter and the number of shares subscribed for by the promoter are as follows: Name...

  • Page 207
    .... The registrant represents that Exhibit B-2 to the Joint Venture Agreement constitutes a fair and accurate English translation of Exhibit B-1. ADVANCED MICRO DEVICES, INC. By: /s/ MARVIN D. BURKETT _____ Marvin D. Burkett Its: Senior Vice President, Chief Administrative Officer and Secretary...

  • Page 208
    ... the Directors. 2. Two Full-time Standing Directors (Jookin Torishimariyaku) shall be elected from among the Directors. 3. One or more additional Representative Directors may be elected from among the Full-time Standing Directors. ,1993 EXHIBIT B-2 (TRANSLATION) Source: ADVANCED MICRO DEVIC, 10...

  • Page 209
    ...attend the meeting, the Vice Chairman will act as the presiding officer. 2. A meeting of the Board of Directors shall be presided over by the presiding officer. 3. In case the presiding officer mentioned in the foregoing Paragraph is unable to act, one of the other Directors will act in his place in...

  • Page 210
    ... members of the Board of Directors present at a meeting where not less than two-thirds (2/3) of all Directors are present. (Interpreters) Article 11. Interpreters may attend meetings of the Board of Directors upon the request of one of the Directors. 3 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 211
    ... be recorded in minutes of meetings in both Japanese and English. The presiding officer and all the Directors who attended each meeting shall affix their signatures or their names and seals to them, and they shall be retained by the Company. 4 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 212
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 213
    1 TECHNOLOGY CROSS-LICENSE AGREEMENT EXHIBIT 10.27(b) Confidential portions of this document have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 214
    ... "Agreement"), dated as of March 26, 1993, is between ADVANCED MICRO DEVICES, INC. ("AMD"), a Delaware corporation having its principal officeat 901 Thompson Place, Sunnyvale, California, 94088-3453, U.S.A., and FUJITSU LIMITED ("Fujitsu"), a Japanese corporation having its registered office at 1015...

  • Page 215
    ... device is electrically programmable and erasable by using ultraviolet light. The device mainly consists of such floating gate structure cells, with auxiliary logic circuits, if any, where such logic circuits are used solely for memory operation or interface to other products. OTPROM or One Time...

  • Page 216
    ... 1.20. "Memory Card" shall mean an EPROM or Flash Memory card, module or board which consists mainly of NVM(s) and auxiliary semiconductor logic, if any, where such auxiliary semiconductor logic is used solely for memory operation or interface to other products. 3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 217
    ... following conditions: (a) have a filing date, or claim the benefit of a filing date, prior to the expiration or termination of this Agreement, and (b) are wholly owned by such party prior to the expiration or termination of this Agreement, or as to 4 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 218
    ...selling of Semiconductor Products to the semiconductor merchant market, and controlling semiconductor-related IPR arising by virtue of such activities. Section 1.29.1. The Fujitsu Semiconductor Group currently consists of (and is limited to) the Electronic Devices 5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 219
    ...related research and development, making, selling and/or IPR of any current AMD operations. Section 1.30. (a) "Semiconductor Product" ...metals and insulators at room temperature and whose conductivity increases with increasing temperature over some temperature range. 6 Source: ADVANCED MICRO DEVIC...

  • Page 220
    ... of assembling, packaging, and/or testing), use, sell, lease, or otherwise dispose of Licensed Products and Incorporated Products anywhere in the world, but excluding [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], NVMs and Memory Cards, except...

  • Page 221
    ...Licensed Products and Incorporated Products anywhere in the world, but excluding [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], NVMs and Memory Cards, except as otherwise specified in Attachment B; and (b) to make, have made and use Manufacturing...

  • Page 222
    ... by or for AMD Semiconductor Group, a Subsidiary sublicensed hereunder, the JV or another Non-Semiconductor Group that has acquired the right (pursuant to this Section 3.4.2(a)(i)) to exercise such rights, licenses and immunities granted hereunder to AMD. 9 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 223
    ... AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. The sale, lease, or other disposition to customers and users of Licensed Products or Incorporated Products by AMD does not convey any license, by implication, estoppel, or otherwise, to such customers and users under Patent claims...

  • Page 224
    ... FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. The sale, lease, or other disposition to customers and users of Licensed Products or Incorporated Products by Fujitsu does not convey any license, by implication, estoppel, or otherwise, to such customers and users under Patent claims...

  • Page 225
    ... degree of care to safeguard the confidentiality of, and prevent the unauthorized use of, such information as that party exercises to safeguard the confidentiality of its own Confidential Information, (ii) restrict disclosure of such information to those of its 12 Source: ADVANCED MICRO DEVIC, 10...

  • Page 226
    ... SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Section 7.2. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Article 8. WARRANTIES, LIMITATION ON LIABILITY, AND COVENANTS. Section 8.1. Each party hereto represents and warrants to the...

  • Page 227
    ...conferring any right to bring or prosecute actions or suits against third parties for infringement; or (e) conferring any right to use in advertising, publicly or otherwise, any trademark, service mark, trade name or their equivalent, or any contraction, abbreviation or simulation thereof, of either...

  • Page 228
    ... of related transactions a change in ownership of more than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of its capital stock, (ii) a party consolidates with or merges with or into another 15 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 229
    ... thereof that do not add functionality ("Existing Products") and (ii) process Patents licensed at the time of such termination ("Existing Process Patents"), whether such Existing Process Patents are used in the manufacture of Existing Products 16 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 230
    ... 5, with respect to Patents shall be limited solely to manufacture and sale of Existing Products and use of Existing Process Patents to make or have made only Existing Products, in each case only in the operations of the Terminating Party as such operations existed at the time of such Change of...

  • Page 231
    ...confirming delivery), addressed: (a) If to FUJITSU, to: Mail or Hand Delivery: FUJITSU LIMITED 1015 Kamikodanaka, Nakahara-ku Kawasaki-shi 211, JAPAN Attn: Masaichi Shinoda General Manager Business Development Division Electronic Devices with a copy to: 18 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 232
    20 Mail or Hand Delivery: FUJITSU LIMITED Marunouchi Center Bldg., 6-1 Marunouchi 1-chome Chiyoda-ku, Tokyo 100, JAPAN Attn: Gen Iseki General Manager, Legal Division (b) Mail: Mikio Ishimaru, Esq. Director of Technology Law Advanced Micro Devices, Inc., MS 68 P. O. Box 3453 Sunnyvale, CA 94088-...

  • Page 233
    ... authorization from the Office of Export Licensing of the BEA, knowingly export or reexport to a destination outside of the United States General License GTDR technical data or information of United States origin subject to this Agreement, or the direct product thereof, or the product of a plant or...

  • Page 234
    ... under or pursuant to this Agreement by a party ("licensor party") to the other party ("licensee party") are, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the "Bankruptcy Code"), licenses of "intellectual property" within 21 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 235
    .... The parties agree that the tangible portion of the property delivered and to be delivered by AMD to Fujitsu is valued at [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and by Fujitsu to AMD is valued at [CONFIDENTIAL INFORMATION OMITTED AND...

  • Page 236
    ...executed by their duly authorized representatives on the date set forth above. 24 ADVANCED MICRO DEVICES, INC. /s/ Gene Conner By: Gene Conner Title: Senior Vice President, Operations FUJITSU LIMITED /s/ Hikotara Masunaga By: Hikotaro Masunaga Title: Managing Director 23 Source: ADVANCED MICRO...

  • Page 237
    ...Attachment A. AMD AFFILIATES 1. Such companies (in which AMD has not less than a five percent (5%) stock ownership) as may be requested by AMD and approved (which approval shall not be unreasonably withheld) by Fujitsu for addition to this Attachment A. 24 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 238
    ... AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. 4. With regard to the European Community ("EC") (and, if the European Economic Area ("EEA") Agreement comes into effect, the EEA): Each party: commencing five years after the first commercial sale of each new NVM or Memory Card in...

  • Page 239
    ... in 1.(i) or 1.(ii), as applicable, above, and (ii) at any time, the unsolicited sale, lease or other disposition of NVMs or Memory Cards shall be permitted between Member States of the EC (and, if the EEA Agreement comes into effect, the EEA). 26 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 240
    ... AND USERS ... 1 1 6 6 9 SUBLICENSE ...10 CONFIDENTIALITY...11 USE OF PROPRIETARY INFORMATION AND COMMINGLED TECHNOLOGY 12 WARRANTIES, LIMITATION ON LIABILITY, AND COVENANTS ...12 TERM AND TERMINATION ...13 MISCELLANEOUS...16 ATTACHMENT A...22 ATTACHMENT B...25 i Source: ADVANCED MICRO DEVIC, 10...

  • Page 241
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 242
    1 AMD INVESTMENT AGREEMENT EXHIBIT 10.27(c) ADVANCED MICRO DEVICES, INC. investing in FUJITSU LIMITED March 26, 1993 Confidential portions of this document have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Source...

  • Page 243
    ... FUJITSU LIMITED, a Japanese stock company or kabushiki kaisha ("FUJITSU") and ADVANCED MICRO DEVICES, INC., a Delaware corporation ("AMD"). AMD and FUJITSU have entered into a Memorandum of Understanding dated July 13, 1992 regarding (a) the formation, funding and implementation of a joint venture...

  • Page 244
    ... each year during the term of the Joint Venture Agreement, of the number and type of voting shares and convertible debt of FUJITSU outstanding as of a date within the preceding 45 days, and (ii) provide AMD with at least seven days advance notice 2 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 245
    ... Tokyo 100, Japan Attn: Mr. Hirohiko Kondo General Manager Electronic Devices Marketing Division with a copy to FUJITSU LIMITED Marunouchi Center Bldg. 6-1, Marunouchi 1-chome Chiyoda-ku, Tokyo 100, Japan Attn: Mr. Gen Iseki General Manager Legal Division 3 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 246
    ...If to AMD, to: (Mail) ADVANCED MICRO DEVICES, INC. P.O. Box 3453 Sunnyvale, CA 94088-3453 Attn: Marvin D. Burkett Senior Vice President and Chief Financial Officer (Hand Delivery) 915 De Guigne Drive Sunnyvale, CA Attn: Marvin D. Burkett Senior Vice President and Chief Financial Officer With a copy...

  • Page 247
    ... by any warranties, representations or covenants except as specifically set forth herein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by a corporate officer of the party...

  • Page 248
    .... The parties agree to cooperate and to use their best efforts to consummate the purchase of Fujitsu Shares authorized by this Agreement. Such cooperation shall include, but not be limited to, the diligent and prompt filing and pursuit of all governmental consents, reviews or clearances required...

  • Page 249
    ... its shares in the Joint Venture pursuant to the Joint venture Agreement, or is a Triggering Party under the Joint Venture Agreement, the other party shall have the right to terminate this Agreement. This agreement may be terminated by either party pursuant to the 7 Source: ADVANCED MICRO DEVIC, 10...

  • Page 250
    ... 7.5.A of the Joint Venture Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year first above written. FUJITSU LIMITED By: /s/ HIKOTARO MASUNAGA _____ Hikotaro Masunaga ADVANCED MICRO DEVICES, INC. By...

  • Page 251
    10 AMD INVESTMENT AGREEMENT TABLE OF CONTENTS 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 Purchases of Fujitsu Securities ...Timing of Purchase...Timing of Permitted Resales or Transfers...Information on Issuances...Communications...Costs and Expenses...Successors and Assigns...Entire Agreement; ...

  • Page 252
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 253
    ... of FUJITSU LIMITED investing in ADVANCED MICRO DEVICES, INC. March 26, 1993 Confidential portions of this document have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 254
    2 FUJITSU INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (the "Agreement") is made this 26th day of March, 1993 between FUJITSU LIMITED, a Japanese stock company or kabushiki kaisha ("FUJITSU") and ADVANCED MICRO DEVICES, INC., a Delaware corporation ("AMD"). RECITALS WHEREAS, AMD and FUJITSU have...

  • Page 255
    ... shall be closed at the AMD main corporate offices, currently 915 DeGuigne Drive, Sunnyvale, California, at 9:00 a.m. local time on the date designated herein for each purchase. If at the time or times scheduled for a purchase of AMD Shares FUJITSU's financial 3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 256
    ... to meet the closing schedule in question, so long as the aggregate delay in meeting the original schedule for such purchases (as set forth in this section 1.2) does not exceed twelve (12) months. 1.3 Manner of Sale. The offer and sale of the AMD Shares to FUJITSU shall not be registered under...

  • Page 257
    ... in United States dollars by wire transfer or otherwise as AMD shall reasonably request, and: (i) for the Initial Purchase, shall be equal to the number of AMD Shares acquired in the installment times the average of the closing sales prices of AMD common stock on the New York Stock Exchange for the...

  • Page 258
    ... pursuant to which each party agrees to advance funds to the joint venture if the joint venture is unable to secure necessary financing. If AMD does not make any such advance when required to do so, FUJITSU's obligations to purchase shares of AMD stock pursuant to this Agreement shall be suspended...

  • Page 259
    ... legend to indicate the restrictions placed upon their resale or transfer: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN AN AGREEMENT DATED MARCH 26, 1993, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF ADVANCED MICRO DEVICES, INC., AND MAY NOT BE...

  • Page 260
    ...or (ii) a tender, exchange or other offer for such shares of common stock commenced by a third party and approved by the Board of Directors of AMD. (e) Except for the resales or other transfers permitted by subsections (c) or (d) above, FUJITSU may not 8 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 261
    ... of the AMD Shares. (b) FUJITSU represents and warrants to AMD as follows: (i) FUJITSU is and shall be as of the closing of each of the Initial Purchase and the Subsequent Purchases an "accredited investor" within the meaning of Rule 501(a)(3) under the 1933 Act. 9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 262
    ... report on Form 10-K filed with the Securities and Exchange Commission (the "Commission") for its most recent fiscal year. (2) AMD's filings with the Commission on Forms 10-Q and 8-K since the filing of its report on Form 10-K for the most recent fiscal year. 10 10 Source: ADVANCED MICRO DEVIC...

  • Page 263
    ...of this Agreement or the Joint Venture Agreement by FUJITSU which shall not have been corrected to the reasonable satisfaction of AMD. (d) The agreement relating to the purchase of equity of FUJITSU by AMD shall have been executed by the parties 11 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 264
    ... Stock Exchange, or any successor of such exchange recognized by the U.S. Securities and Exchange Commission. (b) FUJITSU shall have received from AMD an officers' certificate dated the date of closing in substantially the form set forth in Exhibit B hereto, signed by an authorized representative...

  • Page 265
    ... shall be in writing and shall be delivered by hand, or by messenger, or by recognized courier service (with written receipt confirming delivery), or by postage prepaid registered or certified airmail (return receipt requested), addressed: 13 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 266
    ... General Manager, Electronic Devices Marketing Division with a copy to: FUJITSU LIMITED Marunouchi Center Bldg. 6-1, Marunouchi 1-chome Chiyoda-ku, Tokyo 100, Japan Attn: Gen Iseki General Manager, Legal Division (b) If to AMD, to: (Mail) ADVANCED MICRO DEVICES, INC. P.O. Box 3453 Sunnyvale, CA...

  • Page 267
    ... amendment, waiver, discharge or termination is sought. 5.5 Captions. Headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be relied upon to limit the construction of this Agreement. 15 15 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 268
    ... to the satisfaction of the accusing party responded and materially commenced or completed the correction of the breach asserted, the party giving 16 16 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 269
    ...herewith. (b) All papers, documents or evidence, whether written or oral, filed with or presented to the panel of arbitrators shall be deemed by the parties and by the arbitrators to be confidential information. No party or arbitrator shall 17 5.10 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 270
    ... of the Joint Venture Agreement. 5.12 Cooperation; Best Efforts. The parties agree to cooperate and to use their best efforts to consummate all purchases of AMD Shares authorized by this Agreement. Such cooperation shall include, but not be limited to, the diligent and prompt filing and pursuit of...

  • Page 271
    ... duly executed by their duly authorized officers as of the day and year first above written. FUJITSU LIMITED By /s/ HIKOTARO MASUNAGA _____ Hikotaro Masunaga ADVANCED MICRO DEVICES, INC. By /S/ MARVIN D. BURKETT _____ Marvin D. Burkett Chief Financial Officer 19 19 Source: ADVANCED MICRO DEVIC, 10...

  • Page 272
    ..._____ (bucho) of Fujitsu Limited, a Japanese stock company ("Fujitsu"). I hereby certify that, to the best of my knowledge, the representations and warranties contained in section 6.1 of the Joint Venture Agreement by and between Advanced Micro Devices, Inc. and Fujitsu, Limited, dated _____ and the...

  • Page 273
    ... _____, of Advanced Micro Devices, Inc., a Delaware corporation ("AMD"). I hereby certify that, to the best of my knowledge, the representations and warranties contained in section 6.2 of the Joint Venture Agreement by and between Advanced Micro Devices, Inc. and Fujitsu, Limited, dated _____, and...

  • Page 274
    ... investing in ADVANCED MICRO DEVICES, INC. Table of Contents RECITALS ...PURCHASES 1.1 1.2 1.3 1.4 1.5 AND SALES OF AMD SHARES. Purchase of AMD Shares . Timing of Purchases...Manner of Sale ...Purchase Price(s) of AMD Total Purchase Price and Shares ...Suspension of Obligation ...Shares; Limitation...

  • Page 275
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 276
    1 EXHIBIT 10.27(e) JOINT VENTURE LICENSE AGREEMENT Confidential portions of this document have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 277
    ... AGREEMENT This Joint Venture License Agreement (this "Agreement"), dated as of April 16, 1993, is among ADVANCED MICRO DEVICES, INC. ("AMD"), a Delaware corporation having its principal office at 901 Thompson Place, Sunnyvale, California 94088-3453, U.S.A., FUJITSU LIMITED ("Fujitsu"), a Japanese...

  • Page 278
    ...data for JV Products owned or developed by Fujitsu and/or AMD and provided or transferred to JV by AMD or Fujitsu in accordance with this Agreement. The major elements of AMD/Fujitsu Technology to be provided are currently anticipated as set forth in Attachment D hereto. Section 1.3. "Effective Date...

  • Page 279
    ... FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], worldwide license, with the right to sublicense freely, under JV IPR to make, have made, use, sell, lease or otherwise dispose of any processes, manufacturing apparatus, or products anywhere in the world. 3 Source: ADVANCED MICRO DEVIC...

  • Page 280
    ... WITH THE SECURITIES AND EXCHANGE COMMISSION]. Section 4.3. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] shall be payable semi-annually within sixty (60) days after the end of each half of JV's fiscal year. 4 Source: ADVANCED MICRO DEVIC, 10...

  • Page 281
    ...INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] on sales by JV. Where such fee is part of a general lump sum payment, the sublicensing party and JV shall agree upon a mutually acceptable allocation of such payment. 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 282
    ...AND EXCHANGE COMMISSION] payments required by Sections 4.1 and 4.2, each of Fujitsu, AMD and JV shall have the right to make, have made, use and sell products and processes using the Tripartite IPR and to license (except in case of JV, any such license to be subject to appropriate Board of Directors...

  • Page 283
    ... to those of its employees, agents and sublicensees who have a "need to know", and (iii) instruct and require such employees, agents and sublicensees to maintain the confidentiality of such information and not to use such information except as 7 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 284
    ... a limited number of engineers and technical personnel reside at JV's facilities at such party's own cost to enhance information exchange among Fujitsu, AMD and JV. The number of engineers, and technical personnel, shall be subject to JV's prior reasonable approval. Any JV IPR obtained or learned by...

  • Page 285
    ...WHETHER EXPRESS OR OTHERWISE, CONCERNING ANY IPR, TECHNOLOGY, PRODUCTS, PROCESSES, DESIGNS, DOCUMENTS OR INFORMATION LICENSED OR OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 286
    ...to bankruptcy or insolvency; (iv) the appointment of a receiver or bankruptcy trustee for all or substantially all of the property of such other party; (v) the making by such other party of any general assignment for the benefit of creditors; or 10 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 287
    ...CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the outstanding shares of stock entitled to vote for the election of directors of such new or surviving entity, or (iii) AMD or Fujitsu sells, assigns or otherwise transfers all or substantially all...

  • Page 288
    ... and shall be mailed by first class, registered or certified mail (and if overseas, by airmail), postage prepaid, or otherwise delivered by hand or by messenger, or by recognized courier service (with written receipt confirming delivery), addressed: 12 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 289
    ... Center Bldg., 6-1 Marunouchi 1-chome Chiyoda-ku, Tokyo 100, JAPAN Attn:Gen Iseki General Manager, Legal Division (b) If to AMD, to: Senior Vice President, Operations Advanced Micro Devices, Inc. P.O. Box 3453 Sunnyvale, CA 94088-3453 U.S.A. Attn: Gene Conner Mail: Mikio Ishimaru, Esq. Director...

  • Page 290
    ..., Operations Advanced Micro Devices, Inc. P. O. Box 3453 Sunnyvale, CA 94088-3453 U.S.A. Attn: Gene Conner Hand Delivery: 915 DeGuigne Drive Sunnyvale, CA 94086 U.S.A. (c) If to JV: Mail or Hand Delivery: Fujitsu AMD Semiconductor, Limited 1015 Kamikodanaka Nakahara-Ku Kawasaki 211 Japan Attn...

  • Page 291
    ... Delivery: FUJITSU LIMITED Marunouchi Center Bldg., 6-1 Marunouchi 1-chome Chiyoda-ku, Tokyo 100, JAPAN Attn:Gen Iseki General Manager, Legal Division with two copies to: Mail: Mikio Ishimaru, Esq. Director of Technology Law Advanced Micro Devices, Inc., MS 68 P. O. Box 3453 Sunnyvale, CA 94088-3453...

  • Page 292
    ... maintained receptacle for the deposition of mail or airmail, as the case may be; and (iii) if sent by recognized courier service, on the date shown in the written confirmation of delivery issued by such delivery service. Either party may change the address and/or addressee(s) to whom notice...

  • Page 293
    ... limitation that certain Memorandum of Understanding between Fujitsu and AMD dated July 13, 1992 and the Nondisclosure Agreements. No party has relied upon any representation or warranty of any other party except as expressly set forth herein, in the Joint Venture Agreement and in the Associated...

  • Page 294
    .... The parties agree that the tangible portion of the property delivered and to be delivered by AMD to Fujitsu is valued at [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and by Fujitsu to AMD is valued at [CONFIDENTIAL INFORMATION OMITTED AND...

  • Page 295
    ...this Agreement to be executed in triplicate by their duly authorized representatives on the date set forth above. ADVANCED MICRO DEVICES, INC. /s/ GENE CONNER By: Gene Conner Title: Senior Vice President, Operations FUJITSU AMD SEMICONDUCTOR LIMITED FUJITSU LIMITED /s/ HIKOTARO MASUNAGA By: Hikotaro...

  • Page 296
    21 ATTACHMENT A TO JOINT VENTURE LICENSE AGREEMENT [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 20 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 297
    22 ATTACHMENT B TO JOINT VENTURE LICENSE AGREEMENT [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 21 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 298
    23 ATTACHMENT C TO JOINT VENTURE LICENSE AGREEMENT [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 22 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 299
    ... D TO JOINT VENTURE LICENSE AGREEMENT 1. Process Information A. Basic Process Data B. Manufacturing Specifications C. Process Evaluation Data Device Design Information for Each JV Product A. Product Specifications B. Design Data C. Device Evaluation Data 23 2. Source: ADVANCED MICRO DEVIC, 10...

  • Page 300
    ...GRANTS OF LICENSE ...SUPPORT AND TRAINING...CONSIDERATION ...TAXATION...INTELLECTUAL PROPERTY RIGHTS...EXCHANGE OF INFORMATION AND CONFIDENTIALITY ...RESIDENCE AT JV FACILITY...THIRD PARTY CLAIM ...WARRANTIES, LIMITATION ON LIABILITY, AND COVENANTS...1 2 3 4 4 6 6 7 8 8 9 TERM AND TERMINATION...10...

  • Page 301
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 302
    1 EXHIBIT 10.27(f) JOINT DEVELOPMENT AGREEMENT Confidential portions of this document have been deleted and # # filed separately with the Securities and Exchange Commission # # pursuant to a request for confidential treatment Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 303
    2 JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement (this "Agreement"), dated as of March 26, 1993, is between ADVANCED MICRO DEVICES, INC. ("AMD"), a Delaware corporation having its principal office at 901 Thompson Place, Sunnyvale, California 94088-3453, U.S.A. and FUJITSU LIMITED ("...

  • Page 304
    ... establish as soon as practicable after the Effective Date one or more process development teams and device design teams consisting of engineers from each party. Fujitsu and AMD shall each assign a team co-leader for each team. Either party may 2 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 305
    ...(b) The parties shall then establish a target process flow for the 0.5- micron wafer process for JV (the "0.5-micron JV Process") considering the structural requirements of JV Products and, based upon the results of Section 4.1(a) and upon mutual 3 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 306
    ...Section 4.1(c). (e) The parties shall then assemble all unit processes selected, modified and developed in accordance with Section 4.1(b) through 4.1(d) into the 0.5-micron JV Process at a mutually-agreed location or locations, conduct a test run with a JV Product or a test chip on the 0.5-micron JV...

  • Page 307
    ... modify an existing design tool (including libraries) or develop a new design tool considering the features of the newly-developed 0.5-micron JV Process or [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] JV Process, as the case may be. Section...

  • Page 308
    ...-License and the Joint Venture License, each of Fujitsu and AMD will grant to the other and the JV a license to such IPR covering any such technology developed independently by such party and patented by such party in accordance with this Section 7.4. 6 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 309
    ... of the receiving party or others, or (y) merely because it is expressed in public literature in general terms not specifically in accordance with the Confidential Information. Section 8.3. In furtherance, and not in limitation of the foregoing Section 8.2, each party agrees to do the following with...

  • Page 310
    ... is brought shall defend at its sole expense such claim or action and the other party shall render reasonable support to such party. Article 11. WARRANTIES, LIMITATION ON LIABILITY, AND COVENANTS. Section 11.1. Each party hereto represents and warrants to the other party that it has the right, and...

  • Page 311
    ... any right to bring or prosecute actions or suits against third parties for infringement; or (e) conferring any right to use in advertising, publicity or otherwise, any trademark, service mark, trade name or their equivalent, or any contraction, abbreviation or simulation thereof, of either...

  • Page 312
    ... [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the outstanding shares of stock entitled to vote for the election of directors of such new or surviving entity, or (iii) a party sells, assigns or otherwise transfers all or substantially all of...

  • Page 313
    ... terminate this Agreement upon thirty (30) days' written advance notice to the other party where such party ceases to own more than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the issued and outstanding capital stock of JV. (g) In the event...

  • Page 314
    ... Manager Business Development Division Electronic Devices with a copy to: Mail or Hand Delivery: FUJITSU LIMITED Marunouchi Center Bldg., 6-1 Marunouchi 1-chome Chiyoda-ku, Tokyo 100, JAPAN Attn: Gen Iseki General Manager, Legal Division (b) Mail: 12 If to AMD, to: Source: ADVANCED MICRO DEVIC...

  • Page 315
    ... DeGuigne Drive Sunnyvale, CA 94086 U.S.A. with a copy to: Mail: Mikio Ishimaru, Esq. Director of Technology Law Advanced Micro Devices, Inc., MS 68 P. O. Box 3453 Sunnyvale, CA 94088-3453 U.S.A. Hand Delivery: 3625 Peterson Way Santa Clara, CA 95054 U.S.A. Each such notice or other communication...

  • Page 316
    ... set forth herein, in the Joint Venture Agreement, and in the Associated Agreements. Section 13.7. Modification. This Agreement may not be modified or amended, in whole or part, except by a writing executed by duly authorized representatives of both parties. 14 Source: ADVANCED MICRO DEVIC...

  • Page 317
    ... mutually agreed upon shall be substituted. In the event ...property delivered and to be delivered by AMD to Fujitsu is valued at [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and by Fujitsu to AMD is valued at 15 16 Source: ADVANCED MICRO DEVIC...

  • Page 318
    ...executed by their duly authorized representatives on the date set forth above. ADVANCED MICRO DEVICES, INC. /s/ GENE CONNER By: Gene Conner Title: Senior Vice President, Operations 16 FUJITSU LIMITED /s/ HIKOTARO MASUNAGA By: Hikotaro Masunaga Title: Managing Director Source: ADVANCED MICRO DEVIC...

  • Page 319
    18 ATTACHMENT A TO JOINT DEVELOPMENT AGREEMENT [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 17 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 320
    ... information e) Test specification (wafer sort) f) Test program (wafer sort) Device Evaluation Data a) Functional test results of samples b) Electrical characteristics of samples c) Reliability data of samples d) Control parameters and their tolerance 18 B. C. Source: ADVANCED MICRO DEVIC, 10...

  • Page 321
    20 ATTACHMENT C TO JOINT DEVELOPMENT AGREEMENT [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 19 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 322
    ...PROCESS DEVELOPMENT ...PRODUCT DEVELOPMENT ...DEVELOPMENT COSTS ...INTELLECTUAL PROPERTY RIGHTS...EXCHANGE OF INFORMATION AND CONFIDENTIALITY ...USE OF PROPRIETARY INFORMATION AND COMMINGLED TECHNOLOGY...THIRD PARTY CLAIM ...WARRANTIES, LIMITATION ON LIABILITY, AND COVENANTS...TERM AND TERMINATION...

  • Page 323
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 324
    1 EXHIBIT 10.30 ADVANCED MICRO DEVICES EXECUTIVE SAVINGS PLAN WHEREAS, ADVANCED MICRO DEVICES, INC. (the "Company") desires to establish a deferred compensation plan to provide supplemental retirement income benefits through deferrals of salary, commissions and bonuses; and WHEREAS, it is believed ...

  • Page 325
    ...in addition to the Participant's Salary. "Code" shall mean the Internal Revenue Code of 1986, as "Committee" shall mean the Retirement Savings Plan Administrative Committee. "Company" shall mean Advanced Micro Devices, any successor corporation and each corporation which is a member of a controlled...

  • Page 326
    ... Date" shall mean the first day of the month following the end of the fiscal quarter following the fiscal quarter in which a Participant terminates employment or dies. "Plan" shall mean the Advanced Micro Devices Executive Savings Plan set forth herein, now in effect, or as amended from time to time...

  • Page 327
    ... Period. An election to defer Compensation during an Initial Election Period shall be irrevocable and shall be effective with respect to Salary and commissions earned during the first pay period beginning after the later of August 1, 1993, or 4 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 328
    ... each of his or her Bonuses for that Fiscal Year. Such election shall be on forms provided by the Committee and shall be made on or before the Election Date of the Fiscal Year preceding the Fiscal Year in which the Bonus otherwise would be paid. 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 329
    ... the Participant may specify that all or any 10% multiple of his or her Deferral Account or Company Matching Account be deemed to be invested in one or more of the types of mutual funds or contracts available. Effective as of the end of any calendar quarter, a Participant may change the designation...

  • Page 330
    ... corresponding mutual fund subaccount. Notwithstanding the foregoing, in no event shall the Company Matching Amount for a Plan Year, when combined with the maximum Company Matching Contribution which the Participant could have received under the Advanced Micro Devices, Inc. Retirement Savings Plan...

  • Page 331
    ... Salary during such Plan Year. (b) As of the last day of each month, each mutual fund subaccount of a Participant's Company Matching Account ...of the distribution of benefits to a Participant (or his or her Beneficiary) shall be a cash lump sum payment. 8 Source: ADVANCED MICRO DEVIC, 10-K, March ...

  • Page 332
    ... to be invested in the note given to the Company by the Participant under this Section 7.1. (d) As of the last day of each month, the Participant's Loan Account will be credited with interest for the period since the last day of the preceding month, 9 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 333
    ..., including, but not by way of limitation, the following: (1) To determine all questions relating to the eligibility of employees to participate; (2) To select the funds or contracts to be the Funds in accordance with Section 3.2(b) hereof; 10 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 334
    ... of the Committee shall serve without compensation for their services hereunder. (b) The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties 11 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 335
    ... shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held under any trust, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the...

  • Page 336
    ... the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. 13 Source: ADVANCED MICRO DEVIC...

  • Page 337
    ...Company holds a security interest on the Policy) and, if the Participant fails to meet the conditions set forth in the Split-Dollar Life Insurance Agreement, the Company may exercise its security interest in the Policy and cause the Participant to lose certain benefits under the Policy. In the event...

  • Page 338
    ... applied to the Participant's Company Matching Account and then to the Participant's Deferral Account. IN WITNESS WHEREOF, the Company has caused this Executive Savings Plan to be executed by its duly authorized officers on this _____ day of _____, 19__. ADVANCED MICRO DEVICES, INC. By_____ Stanley...

  • Page 339
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 340
    ... 10.31 SPLIT-DOLLAR LIFE INSURANCE AGREEMENT This Agreement is entered into as of _____, 19__ by and between Advanced Micro Devices, Inc. (the "Company") and _____ ("Employee") in reference to the following facts: 1. _____. Employee is a valued employee of _____ 2. The Company has simultaneously...

  • Page 341
    ...the investments under the Policies in funds offered by the Insurance Company under the Policy. During the period of time that this Agreement is in effect, Employee irrevocably agrees that all dividends paid on the Policy shall be applied to purchase from the Insurance Company additional paid up life...

  • Page 342
    ... the benefits under this Section 4. 5. Employee's attaining his or her Security Release Date or termination of Employee's employment on account of a Qualifying Termination. (a) By making timely payment of the premiums described in Section 3, the Company may renew its Security Interest in the Policy...

  • Page 343
    ... of Employee with Employer is terminated prior to his or her Security Release Date for a reason other than a Qualifying Termination (as described below), Employee shall cause, either by withdrawing from or borrowing against the Policy, on a nonrecourse basis, to be transferred to the Company an...

  • Page 344
    ... holding securities of the Company under an employee benefit plan now or hereafter established by the Company. As used herein, the term "beneficial owner" shall have the same meaning as under Section 13(d) of the Exchange Act and related case law. (c) For purposes of this Section, "Good Reason...

  • Page 345
    ... to make payments under Section 3 of this Agreement, Employee shall immediately attain his or her Security Release Date. The Company's failure to extend its rights in no way affects the Company's duties and obligations under this Agreement. 6 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 346
    ...shall be the "Administrator" if Employee is a member of the Board of Directors. In all other cases, the plan administrator of the Corporation's 401(k) Plans shall be the "Administrator." The Administrator (either directly or through its designees) will have power and authority to interpret, construe...

  • Page 347
    ... arbitrator's award shall be rendered as expeditiously as possible and in no event later than one week after the close of the hearing. In the event the arbitrator finds that the Company has breached this Agreement, he or she shall order the 8 8 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 348
    ...Employee intend that in no event shall the Company have any power or interest related to the Policy or its proceeds, except as provided herein and in the Collateral Security Assignment. In the event that the Company ever receives or may be deemed to have received any 9 Source: ADVANCED MICRO DEVIC...

  • Page 349
    ...This security interest granted to Employee from the Company shall automatically expire and be deemed waived if Employee terminates employment with Employer prior to a Qualifying Event. Nothing in this provision shall prevent the Company from receiving its share of the death benefits under the Policy...

  • Page 350
    ... if the Agreement were not treated as a "welfare plan" within the meaning of Section 3(1) of ERISA. 20. The Company and Employee agree to execute any and documents necessary to effectuate the terms of this Agreement. EMPLOYEE ADVANCED MICRO DEVICES, INC. all _____ By: _____ Its _____ 11 Source...

  • Page 351
    ... between Advanced Micro Devices, Inc. ("the Company") and me on _____, 199__ (the "Agreement"), I hereby notify the Company that I request to be released on Security Release Date") from the Company's collateral security interest in Policy Number _____ issued by Manufacturer's Life Insurance Company...

  • Page 352
    ...rights collaterally assigned to Advanced Micro Devices, Inc.) under Life Insurance Policy No. _____ which Advanced Micro Devices, Inc. has caused Manufacturer's Life Insurance Company to issue to him/her. I also understand that this consent is valid only with respect to the naming of the beneficiary...

  • Page 353
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 354
    ... as the owner (the "Owner") of Life Insurance Policy Number _____ (the "Policy") issued by Manufacturer's Life Insurance Company (the "Insurer") upon the life of Owner and by Advanced Micro Devices, Inc. a _____ corporation (the "Assignee"). WHEREAS, the Owner is a valued employee of Assignee...

  • Page 355
    ...Employer for a reason other than a Qualifying Termination (unless he or she has previously attained his or her Security Release Date); (c) The right to receive an amount equal to the sum of the outstanding balances on any loans made by Assignee to the Owner in the event of a Qualifying Event (as set...

  • Page 356
    ...paid, at the address set forth below: Advanced Micro Devices, Inc. One AMD Place, M/S 181 Sunnyvale, California 94088 Attn: Corporate Compensation Manager The foregoing address shall be the appropriate address for such notices to be sent unless and until the receipt by both Owner and the Insured of...

  • Page 357
    ...Assignee shall execute an appropriate release of this Collateral Security Assignment. 7. The Assignee shall have the right to request of the Insurer and/or the Owner notice of any action taken with respect to the Policy by the Owner. 8.(a) The Assignee and the Owner intend that in no event shall the...

  • Page 358
    ... pursuant to the terms of the Agreement. IN WITNESS WHEREOF, the Owner and Assignee have executed this Collateral Security Assignment effective the day and year first above written. _____ , Owner ADVANCED MICRO DEVICES, INC. By Title: 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 359
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 360
    ... MICRO DEVICES, INC. STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS THREE YEARS ENDED DECEMBER 26, 1993 (THOUSANDS EXCEPT PER SHARE) PRIMARY Weighted average number of common shares outstanding during the year ...Incremental common shares attributable to shares issuable under employee stock plans...

  • Page 361
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 362
    ... sales of flash memory devices and higher sales in most other product lines partially offset by a decline in Am386(R) microprocessor sales. AMD's non-X86 business grew approximately 23 percent compared to 1992. Even though volume shipments did not commence until the second half of 1993, the company...

  • Page 363
    ... of both 29K(TM) RISC microprocessor and microcontroller products. Sales of flash memory devices grew substantially from 1991 to 1993. However, in the fourth quarter of 1993, flash sales decreased as compared to the immediate prior quarter due 14 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 364
    ... quarter of 1994, as the company ramps up the production of its new 4-megabit flash memory devices introduced in the fourth quarter of 1993. The company plans to meet projected long-term demand for flash memory through a manufacturing joint venture with Fujitsu Limited of Japan, which is expected to...

  • Page 365
    ... The semiconductor industry is generally characterized by a highly competitive and rapidly changing environment in which operating results are often subject to the effects of new product introductions, manufacturing technology innovations, rapid 15 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 366
    ... of $110 million, of which $65 million were utilized; and short-term, unsecured uncommitted bank credit in the amount of $83 million, of which $31 million was outstanding. The company's current capital plan and requirements are based on various Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 367
    ... operations and current cash balances, together with current and anticipated available long-term financing, will be sufficient to fund operations, capital investments, and research and development projects currently planned for the next several years. 16 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 368
    4 CONSOLIDATED STATEMENTS OF OPERATIONS Three years ended December 26, 1993, in thousands except per share amounts NET SALES Expenses: Cost of sales Research and development Marketing, general and administrative 1993 $ 1,648,280 789,564 262,802 290,861 --------1,343,227 --------305,053 16,490 (3,...

  • Page 369
    ... investments and restricted cash Accounts receivable, net of allowance for doubtful accounts of $7,492 in 1993, and $6,679 in 1992 Inventories: Raw materials Work-in-process Finished goods Total inventories Deferred income taxes Prepaid expenses and other current assets Total current assets PROPERTY...

  • Page 370
    ...sale of property, plant and equipment Write-down of property, plant and equipment Gain on sale of securities Net equity investment income in Xilinx, Inc. Compensation recognized on employee stock plans...827 --------$ 9,906 --------$ 26,200 --------19 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 371
    ... and the investment is being accounted for under the equity method. As of December 26, 1993, the amount invested in the joint venture and the company's share of its results of operations were immaterial. Pursuant to a cross-equity provision between AMD and Fujitsu Limited, the company purchased $10...

  • Page 372
    ... obligations of the company to the counterparties. The company controls credit risk through credit approvals, limits, and monitoring procedures. Credit rating policies similar to those for investments are followed for off-balance-sheet transactions. 20 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 373
    ... STOCK NUMBER NUMBER CAPITAL IN TOTAL OF OF EXCESS OF RETAINED SHAREHOLDERS' Thousands SHARES AMOUNT SHARES AMOUNT PAR VALUE EARNINGS EQUITY December 30, 1990 Issuance of shares under employee stock plans Compensation recognized under employee stock plans Income tax benefits realized from employee...

  • Page 374
    ... FINANCIAL STATEMENTS 3. SALE OF SERIAL PREFERRED STOCK In March 1987, the company sold 345,000 shares of Convertible Exchangeable Preferred Stock, $.10 par value. Dividends at an annual rate of $30 per share (6 percent) on the preferred stock are cumulative from the date of original issue and are...

  • Page 375
    ... currently deductible Federal tax credit carryovers Other Total ...Total net deferred tax assets $ 35,085 $ 34,733 The valuation allowance for deferred tax assets is attributable to stock option deductions, the benefit of which will be credited to equity when realized. 22 Source: ADVANCED MICRO DEVIC...

  • Page 376
    ... tax holidays was an increase to net income of approximately $5.1 million ($.05 per share) in 1993. 6. DEBT The company has certain debt agreements that contain provisions regarding restrictions on cash dividends, maintenance of specified working capital and net worth levels and specific financial...

  • Page 377
    Weighted daily average interest rate 5.81% 7.84% 9.43% Average interest rate on amounts outstanding at year-end 4.54% 6.94% 8.34 Interest on foreign and short-term domestic borrowings is negotiated at the time of the borrowing. 23 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 378
    ... Inc. stock. Prior to the sale, the company owned 21 percent of Xilinx and this investment was accounted for on the equity method. After the sale, the remaining investment represented 5.6 percent of outstanding Xilinx shares and was accounted for on the cost method. Source: ADVANCED MICRO DEVIC, 10...

  • Page 379
    ... monolithic integrated circuits. Operations outside the United States include both manufacturing and sales. Manufacturing subsidiaries are located in Malaysia, Singapore, Thailand and the United Kingdom. Sales subsidiaries are in Western Europe and the Far East. 24 Source: ADVANCED MICRO DEVIC, 10...

  • Page 380
    ...income is total sales less operating expenses. Identifiable assets are those assets used in each geographic area. Export sales are United States foreign direct sales to unaffiliated customers primarily in Europe and the Far East. 10. EMPLOYEE BENEFIT PLANS Stock Option Plans. The company has several...

  • Page 381
    ... company has a profit sharing program to which the Board of Directors has authorized semiannual contributions. Profit sharing contributions were $33.9 million in 1993, $30.0 million in 1992 and $12.1 million in 1991. Retirement Savings Plan. The company has a retirement savings plan, commonly known...

  • Page 382
    ... 26, 1993, there were 186 employees eligible and participating in the plan. 11. COMMITMENTS The company leases certain of its facilities under agreements which expire at various dates through 2010. The company also leases certain of its manufacturing and office equipment for terms ranging from three...

  • Page 383
    ... "Business Interference Case"). No trial date has been set. The United States International Trade Commission Proceeding ("ITC Proceeding") was filed by Intel Corporation in May 1993, against Twinhead, a Taiwan-based manufacturer which is a customer of both AMD and Intel. Intel claims that Twinhead...

  • Page 384
    .... There is no indication, however, that any public drinking water supplies have been affected. The chemicals released into the groundwater were commonly in use in the semiconductor industry in the wafer fabrication process prior to 1979. 27 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 385
    ... CLASS ACTIONS In Re Advanced Micro Devices Securities Litigation. In September 1993 five class actions were filed, purportedly on behalf of purchasers of the company's stock, alleging that the company and various of its officers and directors violated sections of the Securities and Exchange...

  • Page 386
    ...values of the company's financial instruments are as follows: 1993 CARRYING FAIR Thousands AMOUNT VALUE Cash and cash equivalents $ 60,423 $ 60,423 Temporary investments 427,775 427,775 Short-term debt: Notes payable 30,994 30,994 Long-term debt 23,494 24,321 28 Source: ADVANCED MICRO DEVIC, 10...

  • Page 387
    ... December 26, 1993, in conformity with generally accepted accounting principles. As discussed in note 12 to the financial statements, the company is a defendant in various lawsuits with Intel Corporation regarding intellectual property rights. The ultimate outcome of these lawsuits cannot presently...

  • Page 388
    ... and other income Interest expense Income (loss) before taxes on income Provision for taxes on income NET INCOME (LOSS) Preferred stock dividends NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS NET INCOME (LOSS) PER COMMON SHARE - Primary Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 389
    ... after one year Total assets ---------$ 2.24 ---------95,108 ---------102,063 ---------$ 79,504 $1,929,231 ---------$ 2.49 ---------91,383 ---------98,475 ---------$ 19,676 $1,448,095 ---------$ 1.52 ---------88,196 ---------95,540 ---------$ 42,039 $1,291,758 30 Source: ADVANCED MICRO DEVIC, 10...

  • Page 390
    ... (LOSS) Preferred stock dividends NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS NET INCOME (LOSS) PER COMMON SHARE - Primary - Fully diluted Shares used in per share calculation - Primary - Fully diluted Long-term debt due after one year Total assets Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 391
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 392
    ...Limited (3) AMD Foreign Sales Corporation Advanced Micro Devices Products Sdn. Bhd.(2) Advanced Micro Devices Technology Sdn. Bhd.(2) MMI Integrated Circuits (Singapore) Pte. Ltd. LIST OF DOMESTIC SUBSIDIARIES Advanced Micro, Ltd. AMD Corporation AMD Far East Ltd. AMD International Sales and Service...

  • Page 393
    Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994

  • Page 394
    ...-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Advanced Micro Devices, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 26, 1993, and any and all amendments thereto and to file...