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Technology Stocks : Advanced Micro Devices - Moderated (AMD) -- Ignore unavailable to you. Want to Upgrade?

To: dougSF30 who wrote (147218)	1/10/2005 11:19:24 PM
From: gzubeck	Read Replies (1) \| Respond to of 275872

Doug, feel free to go through the form 4's and the exercising and selling of those derivatives starting in late october 04...most of the time its a warning sign... amd.edgarpro.com Item 1.01 Entry into a Material Definitive Agreement Amendment of Dr. Ruiz’ Employment Agreement. On October 27, 2004, Advanced Micro Devices, Inc. (the “ Company ”) entered into an agreement with Dr. Ruiz, the Company’s Chief Executive Officer, President and Chairman of the Board of Directors, which will amend, as of January 1, 2005 (the “ Amendment Effective Date ”), the employment agreement with Dr. Ruiz dated January 31, 2002 (the “ Employment Agreement ”). The material changes to the Employment Agreement affect the calculation of Dr. Ruiz’ annual bonus opportunity, provide for Dr. Ruiz’ participation under the Company’s long-term incentive compensation plan (the “ LTIP ”) and provide for the inclusion of payments to Dr. Ruiz under such LTIP in the calculation of amounts he is entitled to receive if the Company terminates Dr. Ruiz without cause (or constructively terminate Dr. Ruiz) prior to, or in connection with, a change in control. A copy of the Amendment is filed as Exhibit 10.2 hereto. With respect to Dr. Ruiz’ annual bonus opportunity, beginning on the Amendment Effective Date, Dr. Ruiz will be eligible to receive a target annual incentive bonus equal to one hundred fifty percent (150%) of his annual base salary, with a maximum annual incentive bonus opportunity not to exceed four hundred fifty percent (450%) of Dr. Ruiz’ annual base salary. Such bonus will be paid only upon Dr. Ruiz’ achievement of certain identified performance goals established by the Compensation Committee. In addition to this annual incentive bonus, Dr. Ruiz will be eligible to participate under the Company’s LTIP on a going forward basis, and will be transitioned, on a pro rata basis, into each of the three three-year award cycles currently in effect under the LTIP, with an annual target LTIP incentive payment thereunder of two hundred percent (200%) of Dr. Ruiz’ annual base salary and a maximum LTIP incentive payment opportunity not to exceed four hundred percent (400%) of Dr. Ruiz’ annual base salary. Twenty-five percent (25%) (or such lower percentage as may be determined by the Compensation Committee) of any payment to Dr. Ruiz under the LTIP shall be paid in restricted stock issued under our 2004 Equity Incentive Plan vesting over a two (2) year period, with the restrictions on twenty-five percent (25%) of the shares subject thereto lapsing on each six (6) month anniversary of the grant date. The aggregate of all bonus payments and LTIP payments to Dr. Ruiz is capped at $5 million per year, with any excess carried over for three years or until such time as the $5 million bonus payment limitation under the Company’s 1996 Executive Incentive Plan is increased. Dr. Ruiz shall not be eligible to participate in any other of the Company’s cash bonus plans or cash incentive arrangements available to other officers. If the Company terminates Dr. Ruiz without cause (or constructively terminate Dr. Ruiz) prior to, or in connection with, a change in control, Dr. Ruiz will receive, in addition to amounts to which he is currently entitled under the Employment Agreement, a pro-rata portion of any LTIP incentive payments that he would have received had he remained Chief Executive Officer through the last day of such award cycle and an amount equal to Dr. Ruiz’ highest annual bonuses and LTIP incentive payments during the last three years, provided that payment of such bonuses and LTIP incentive payments shall not exceed $5 million. Amendment of the LTIP . The Company’s LTIP was amended effective October 27, 2004 to include the Company’s Chief Executive Officer (“ CEO ”) as a participant thereunder. All terms and conditions of our LTIP shall apply to the CEO’s participation, except that the CEO’s annual target opportunity shall be governed by his employment agreement, to the extent it differs from the LTIP provision in this regard, the CEO’s annual award under the LTIP shall not be subject to any funding limitation under the LTIP and certain eligibility requirements related to the duration of past service, shall not apply to the CEO’s participation.