AMD 2001 Annual Report Download - page 178

Exhibit 10.47
January 31, 2002
Mr. Hector Ruiz
8218 Chalk Knoll Drive
Austin, TX 78735
Re: Employment Agreement
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Dear Hector:
On behalf of the Board of Directors of Advanced Micro Devices, Inc.
(including as successor thereto, "AMD"), I am pleased to offer you the position
of President and Chief Executive Officer of AMD on the terms set forth below.
1. Position.
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(a) You will be employed by AMD as its President and Chief Executive
Officer commencing on April 26, 2002 (the "Commencement Date"). You will have
overall responsibility for the management of AMD and will report directly to its
Board of Directors ("Board"). During the Employment Period (as defined below),
you will also be nominated to and, if elected by the stockholders of AMD, shall
serve on the Board and such committees that you may be appointed to by the
Board. You shall succeed to the position of Chairman of the Board when the
person serving in such capacity on the Effective Date shall cease to hold that
position.
(b) You will be expected to devote your full business time and
attention to the affairs of AMD, and you will not render services to any other
business without the prior approval of the Board of Directors or, directly or
indirectly, engage or participate in any business that is competitive in any
manner with the business of AMD, except for (i) his current board membership
with Eastman Kodak Company and (ii) managing personal investments, so long as
such activities do not significantly interfere with the performance of your
responsibilities as an employee of AMD in accordance with this Agreement. You
will be expected to comply with and be bound by AMD's operating policies,
procedures and practices that are from time to time in effect during the term of
your employment.
2. Term. This Agreement shall be in effect upon the signing by both
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parties (the "Effective Date"), and shall expire five (5) years after the
Commencement Date (the "Employment Period"), unless sooner terminated pursuant
to Section 8 or extended pursuant to this Section 2. Commencing on the fourth
(4th) anniversary of the Effective Date and on each anniversary thereafter, the
Employment Period shall be automatically extended for one (1) -year terms unless
either AMD or you shall give the other party not less than ninety (90) days'
prior written notice of the intention to terminate this Agreement (a "Notice of
Non-Renewal").
3. Annual Base Salary. During the Employment Period, you shall receive
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an annual base salary (the "Annual Base Salary") of at least $950,000, payable
in accordance with AMD's normal payroll practices. Your Annual Base Salary will
be reviewed on an annual basis by the Compensation Committee of the Board of
Directors and may be increased from time to time, in the discretion of the
Compensation Committee. Any increase in Annual Base Salary shall not
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002