AMD 1999 Annual Report Download - page 88

EXHIBIT 10.54
ADVANCED MICRO DEVICES, INC.
Management Continuity Agreement
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Robert R. Herb
1241 Pineto Place
Pleasanton, CA 94566
Dear Mr. Herb,
Advanced Micro Devices, Inc. (the "Company") considers the establishment
and maintenance of a sound and vital management to be essential to protecting
and enhancing the best interests of the Company and its stockholders. The
Company recognizes that, as is the case with many publicly held corporations,
the possibility of a change of control may exist and that the uncertainty and
questions which such possibility may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders. Accordingly, the non-management members of the Company's
Board of Directors have determined that it is imperative to be able to rely upon
management's continuance and that appropriate steps should be taken to reinforce
and encourage the continued attention and dedication of members of the Company's
management, including you, to their assigned duties without distraction in the
face of the potentially disturbing circumstances arising from the possibility of
a change of control of the Company.
In order to induce you to remain in the employ of the Company under such
circumstances, this letter agreement sets forth the benefits which the Company
agrees will be provided to you in the event there is a "Change of Control" of
the Company under the circumstances described below. ("Change of Control" is
defined in Section 1.) In addition, the Company is also willing to agree to
provide you the benefits described herein in consideration of your agreement to
the arbitration provisions set forth in Section 14 hereof. This agreement
amends and replaces the management continuity agreement between the Company and
you dated May 18, 1998.
1. Change of Control. For purposes of this Agreement, a "Change of
Control" shall mean a change of control of a nature which would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act") or in response to any other form or report to the Securities and Exchange
Commission or any stock exchange on which the Company's shares are listed which
requires the reporting of a change of control. In addition, a Change of Control
shall be deemed to have occurred if (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing more
than 35% 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 "Board") at the beginning of such period plus each new
director whose election or nomination for election was approved by at least two-
thirds of the directors in office immediately prior to such election or
nomination, cease for any reason to constitute at least a majority of the Board,
or (iii) a majority of the members of the Board in office prior to the
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000