AMD 2000 Annual Report Download - page 58

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
DATED AS OF NOVEMBER 3, 2000
ADVANCED MICRO DEVICES, INC.
AND
W. J. SANDERS III
This Amended and Restated Employment Agreement (the "Agreement") is made and
---------
entered into as of the 3rd day of November, 2000 (the "Effective Date") by and
--------------
between W. J. Sanders III ("Executive") and Advanced Micro Devices, Inc., a
---------
Delaware corporation ("Company") and amends and restates in its entirety the
-------
agreement between them as of September 29, 1996.
R E C I T A L S
A. Executive and Company entered into an employment agreement as of
July 1, 1991 (the "Original Employment Agreement"), which was amended and
-----------------------------
completely restated as of September 29, 1996 (the "Prior Employment Agreement").
--------------------------
B. Executive is the founder of Company and remains instrumental to
developing and expanding its business and operations, possesses unique and
invaluable knowledge, skills and judgment with respect to such business, and
maintains strong ties with the business community essential to the continued
success and growth of Company.
C. The non-management directors believe that Executive is uniquely
qualified to protect and enhance the best interests of Company and its
stockholders and that entering into this amended employment contract to provide
for Executive's continued stewardship will be of great value to Company and the
long-term interests of its stockholders.
D. 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 Company and its stockholders.
E. The non-management members of Company's Board of Directors have
determined that in the event of that contingency it is imperative to be able to
rely upon management's continuance and in particular Executive's leadership, and
that appropriate steps should be taken to reinforce and encourage that
leadership and to reward Executive's essential service.
F. Executive and Company now desire to recognize Executive's
extraordinary service; provide him continuing incentives to promote and enhance
Company's short and long term strategies and opportunities by extending bonus
opportunities and providing
1
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001