AMD 1995 Annual Report Download - page 117

AGREEMENT TO PRESERVE GOODWILL
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This Agreement To Preserve Goodwill (the "Agreement") is being entered into
between Advanced Micro Devices, Inc. ("AMD") and Mr. S. Atiq Raza ("Raza").
WHEREAS NexGen, Inc. ("NexGen") entered into an Agreement and Plan of
Merger ("Merger Agreement") on October 20, 1995 with AMD and AMD Merger
Corporation, which agreement is incorporated herein by reference, whereby NexGen
agreed to be merged with AMD at the Effective Time, as defined by Section 1.2 of
the Merger Agreement;
WHEREAS NexGen is engaged in the business of designing, marketing and
selling microprocessors compatible with the X86 instruction set and architecture
and personal computer boards based on such microprocessors throughout the United
States, Europe, Latin America and Asia;
WHEREAS Raza is currently the Chairman of the Board, President and Chief
Executive Officer of NexGen and owns 750,485* shares of NexGen Common Stock, as
well as options to purchase 200,000 shares of NexGen Common Stock, which options
shall be exercisable upon the Effective Time of the Merger;
WHEREAS pursuant to the Merger Agreement, Raza has agreed to sell for
valuable consideration his entire interest in NexGen to AMD at the Effective
Time of the Merger, including (1) the goodwill associated with the business
conducted by NexGen and the right to use the trade name "NexGen, Inc.;" and (2)
all of Raza's shares of stock in NexGen, which shares shall be converted into
shares of AMD stock;
*As of September 30, 1995
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996