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Advanced Micro Devices Inc – ‘10-K’ for 12/27/14 – ‘EX-10.66’

On:  Thursday, 2/19/15, at 5:08pm ET   ·   For:  12/27/14   ·   Accession #:  1193125-15-54362   ·   File #:  1-07882

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/15  Advanced Micro Devices Inc        10-K       12/27/14  112:15M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.31M 
 2: EX-10.66    Material Contract                                   HTML     45K 
 3: EX-10.67    Material Contract                                   HTML     38K 
 4: EX-10.68    Material Contract                                   HTML     77K 
 5: EX-21       Subsidiaries List                                   HTML     39K 
 6: EX-23       Consent of Experts or Counsel                       HTML     47K 
 7: EX-24       Power of Attorney                                   HTML     39K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
76: R1          Document and Entity Information Document            HTML     63K 
62: R2          Consolidated Statements of Operations               HTML    111K 
73: R3          Consolidated Statements of Comprehensive Income     HTML     73K 
                (Loss)                                                           
80: R4          Consolidated Statements of Comprehensive Income     HTML     49K 
                (Loss) (Parenthetical) (Parentheticals)                          
102: R5          Consolidated Balance Sheets                         HTML    134K  
64: R6          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
                (Parentheticals)                                                 
72: R7          Consolidated Statements of Stockholders’ Equity     HTML    109K 
56: R8          Consolidated Statements of Cash Flows               HTML    163K 
46: R9          Nature of Operations                                HTML     35K 
104: R10         Significant Accounting Policies                     HTML    123K  
82: R11         Globalfoundries                                     HTML     55K 
81: R12         Sale and Leaseback Transactions (Notes)             HTML     39K 
89: R13         Supplemental Balance Sheet Information              HTML     72K 
90: R14         Goodwill and Acquired Intangible Assets             HTML    130K 
86: R15         Financial Instruments (Notes)                       HTML    158K 
91: R16         Concentrations of Credit and Operation Risk         HTML     44K 
74: R17         Income Taxes                                        HTML    171K 
77: R18         Debt and Other Obligations                          HTML    169K 
84: R19         Other Income (Expense), Net                         HTML     45K 
112: R20         Segment Reporting                                   HTML    109K  
98: R21         Stock-Based Incentive Compensation Plans            HTML    171K 
68: R22         Other Employee Benefit Plans                        HTML     38K 
83: R23         Commitments and Guarantees                          HTML     67K 
70: R24         Contingencies                                       HTML     46K 
37: R25         Restructuring                                       HTML     77K 
99: R26         Significant Accounting Policies (Policies)          HTML    189K 
108: R27         Significant Accounting Policies (Tables)            HTML     88K  
51: R28         Supplemental Balance Sheet Information (Tables)     HTML     77K 
50: R29         Goodwill and Acquired Intangible Assets (Tables)    HTML    123K 
54: R30         Income Taxes (Tables)                               HTML    165K 
55: R31         Debt and Other Obligations (Tables)                 HTML    112K 
57: R32         Other Income (Expense), Net (Tables)                HTML     45K 
26: R33         Segment Reporting (Tables)                          HTML    101K 
96: R34         Stock-Based Incentive Compensation Plans (Tables)   HTML    150K 
66: R35         Commitments and Guarantees (Tables)                 HTML     62K 
69: R36         Restructuring (Tables)                              HTML     73K 
41: R37         Supplementary Financial Information (Tables)        HTML    155K 
111: R38         Valuation and Qualifying Accounts (Tables)          HTML     52K  
18: R39         Significant Accounting Policies (Details)           HTML     40K 
                (Narrative)                                                      
59: R40         Significant Accounting Policies (Details)           HTML     39K 
                (Deferred Revenue and Related Product Costs)                     
101: R41         Significant Accounting Policies (Details)           HTML     88K  
                (Components of Basic and Diluted Income (Loss))                  
39: R42         Significant Accounting Policies (Details)           HTML     86K 
                (Accumulated Other Comprehensive Income)                         
49: R43         Globalfoundries (Details) (Narrative)               HTML     81K 
53: R44         Sale and Leaseback Transactions (Details)           HTML     60K 
                (Narrative)                                                      
63: R45         Supplemental Balance Sheet Information (Details)    HTML     42K 
                (Inventories)                                                    
25: R46         Supplemental Balance Sheet Information (Details)    HTML     55K 
                (Property, Plant And Equipment)                                  
45: R47         Supplemental Balance Sheet Information (Details)    HTML     37K 
                (Other Assets)                                                   
20: R48         Supplemental Balance Sheet Information (Details)    HTML     45K 
                (Accrued and Other Current Liabilities)                          
100: R49         Goodwill and Acquired Intangible Assets (Details)   HTML    103K  
                (Schedule of Goodwill)                                           
38: R50         Goodwill and Acquired Intangible Assets (Details)   HTML     99K 
                (Acquisition-Related Intangible Assets)                          
97: R51         Goodwill and Acquired Intangible Assets (Details)   HTML     55K 
                (Estimated Future Amortization Expense)                          
42: R52         Financial Instruments (Details) (Narrative)         HTML     51K 
60: R53         Financial Instruments (Details) (Schedule of        HTML    103K 
                Available-For-Sale Securities and Fair Value                     
                Measurements)                                                    
19: R54         Financial Instruments (Details) (Schedule of        HTML     44K 
                Carrying Amounts and Estimated Fair Values of                    
                Financial Instruments not Recorded at Fair Value)                
23: R55         Financial Instruments (Details) (Gain (Loss) from   HTML     65K 
                Hedging Transactions)                                            
52: R56         Financial Instruments (Details) (Summary of         HTML     57K 
                Derivative Instruments)                                          
30: R57         Concentrations of Credit and Operation Risk         HTML     47K 
                (Details) (Narrative)                                            
105: R58         Income Taxes (Details) (Narrative)                  HTML     64K  
65: R59         Income Taxes (Details) (Schedule of Provision       HTML     75K 
                (Benefit) for Income Taxes)                                      
87: R60         Income Taxes (Details) (Schedule of Income (Loss)   HTML     48K 
                before Income Tax)                                               
44: R61         Income Taxes (Details) (Schedule of Deferred Tax    HTML     90K 
                Assets and Liabilities)                                          
47: R62         Income Taxes (Details) (Schedule of Deferred Tax    HTML     47K 
                Assets and Liabilities, Current and Noncurrent)                  
95: R63         Income Taxes (Details) (Summary of Tax Attribute    HTML     78K 
                Carryforwards)                                                   
92: R64         Income Taxes (Details) (Schedule of Effective       HTML     60K 
                Income Tax Rate Reconciliation)                                  
67: R65         Income Taxes (Details) (Schedule of Gross           HTML     49K 
                Unrecognized Tax Benefits)                                       
94: R66         Debt and Other Obligations (Details) (Narrative)    HTML    190K 
43: R67         Debt and Other Obligations (Details) (Summary of    HTML     64K 
                Debt and Other Obligations)                                      
71: R68         Debt and Other Obligations (Details) (Information   HTML     44K 
                related to Interest Rate and Expense)                            
107: R69         Debt and Other Obligations (Details) (Debt          HTML     49K  
                Instrument Redemption)                                           
22: R70         Debt and Other Obligations (Details) (Future        HTML     83K 
                Payments on Debt and Other Obligations)                          
36: R71         Other Income (Expense), Net (Details) (Other        HTML     50K 
                Income (Expense), Net)                                           
61: R72         Segment Reporting (Details) (Summary of Operations  HTML     82K 
                by Segment)                                                      
28: R73         Segment Reporting (Details) (Sales by Country and   HTML     77K 
                by Customer)                                                     
110: R74         Segment Reporting (Details) (Long-lived Assets by   HTML     49K  
                Geographic Area)                                                 
40: R75         Stock-Based Incentive Compensation Plans (Details)  HTML    114K 
                (Narrative)                                                      
31: R76         Stock-Based Incentive Compensation Plans (Details)  HTML     46K 
                (Weighted Average Valuation Assumptions for                      
                Performance-based Awards)                                        
35: R77         Stock-Based Incentive Compensation Plans (Details)  HTML     47K 
                (Share-based Compensation, Allocation of                         
                Recognized Period Costs)                                         
24: R78         Stock-Based Incentive Compensation Plans (Details)  HTML     47K 
                (Weighted Average Valuation Assumptions for Stock                
                Options)                                                         
27: R79         Stock-Based Incentive Compensation Plans (Details)  HTML     78K 
                (Stock Option Activities)                                        
78: R80         Stock-Based Incentive Compensation Plans (Details)  HTML     86K 
                (Restricted Stock Units Activities)                              
33: R81         Other Employee Benefit Plans (Details) (Narrative)  HTML     42K 
106: R82         Commitments and Guarantees (Details) (Narrative)    HTML     51K  
58: R83         Commitments and Guarantees (Details)                HTML     53K 
                (Non-Cancelable Long-Term Operating Lease                        
                Obligations)                                                     
85: R84         Commitments and Guarantees (Details)                HTML     50K 
                (Unconditional Purchase Obligations)                             
93: R85         Commitments and Guarantees (Details) (Schedule of   HTML     44K 
                Changes in Product Warranty Liability)                           
32: R86         Contingencies (Details)                             HTML     34K 
34: R87         Restructuring (Details) (Narrative)                 HTML     74K 
103: R88         Restructuring (Schedule of Restructuring            HTML     58K  
                Activities and Related Liabilities) (Details)                    
29: R89         Restructuring (Summary of Each Major Type of        HTML     52K 
                Restructuring Cost) (Details)                                    
79: R90         Supplementary Financial Information (Details)       HTML    144K 
                (Supplementary Financial Information)                            
75: R91         Valuation and Qualifying Accounts (Details)         HTML     43K 
                (Valuation and Qualifying Accounts)                              
109: XML         IDEA XML File -- Filing Summary                      XML    177K  
21: EXCEL       IDEA Workbook of Financial Reports                  XLSX    313K 
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.40M 
12: EX-101.INS  XBRL Instance -- amd-20141227                        XML   3.50M 
14: EX-101.CAL  XBRL Calculations -- amd-20141227_cal                XML    300K 
15: EX-101.DEF  XBRL Definitions -- amd-20141227_def                 XML   1.24M 
16: EX-101.LAB  XBRL Labels -- amd-20141227_lab                      XML   2.34M 
17: EX-101.PRE  XBRL Presentations -- amd-20141227_pre               XML   1.42M 
13: EX-101.SCH  XBRL Schema -- amd-20141227                          XSD    244K 
88: ZIP         XBRL Zipped Folder -- 0001193125-15-054362-xbrl      Zip    351K 


‘EX-10.66’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.66  

Exhibit 10.66

 

LOGO

 

October 16, 2014

Forrest Norrod

[Personal Address]

Personal and Confidential

Dear Forrest:

At Advanced Micro Devices, Inc. (AMD), we believe that a great company is made up of great people. In that spirit, we are pleased to extend to you this offer of employment to join our innovative company. The details of this offer are outlined below:

The Position

Your AMD job title will be that of Senior Vice President & General Manager Enterprise, Embedded and Semi-Custom Business Group, reporting to Lisa Su.

Compensation

Base Salary: You will be paid an annual salary of $530,000. All payments are subject to deductions and withholdings required by law.

Sign-On Bonus: You will also receive a one-time gross sign-on bonus of $900,000 (subject to deductions and withholdings as required by law) to be paid within 30 days of your date of hire at AMD. Although you will receive this bonus within 30 days of your hire date, the bonus is only earned in its entirety when you have been employed at AMD for one year. If your AMD employment terminates prior to one year from hire date, you must repay to AMD 100% of the bonus, as stated in the terms and conditions of the enclosed Sign-on Bonus Agreement. You must sign and date the enclosed Sign-on Bonus Agreement, and return the original of the agreement along with the original of this executed offer and acceptance letter.

Long-Term Incentives: Subject to approval by the Compensation Committee of AMD’s Board of Directors (Compensation Committee), you will be granted the following:

 

    An initial new hire grant in restricted stock units (RSU’s) with a target value equivalent to $1,000,000 vesting 50% annually in the following 2 years, assuming continuing active service with AMD through the vesting dates.

 

    An annual grant valued at $2,000,000 as follows:

 

    $500,000 in time-based RSUs vesting 33% annually in the following three years, assuming continuing active service with AMD through the vesting dates.

 

    $1,000,000 in performance-based RSUs tied to performance metrics as approved by the Compensation Committee.

 

    $500,000 in stock options, with the exercise price equal to the closing price of AMD common stock on the date of grant, vesting 33% on the first anniversary date and quarterly thereafter over the following two years.

 

Initials:   FEN   LOGO


 

LOGO

 

The formula for determining the number of RSU’s & performance-based RSUs follows:

 

    # of RSU’s = target value divided by the 30-day average closing price through and including the grant date.

Please note that this is a summary of your potential long-term incentives and you will be required to sign the award agreements that set forth the terms and conditions that govern your grants. The terms and conditions of any grant will be governed by AMD’s 2004 Equity Incentive Plan, as amended from time to time, and any award agreement thereunder. The RSU grants are an opportunity provided by AMD that is separate from and in addition to your regular compensation, with rights and obligations governed by the applicable equity plan documents.

Executive Incentive Plan: Subject to approval by the Compensation Committee, you will be eligible to participate in AMD Inc.’s Executive Incentive Plan (Bonus Plan), in accordance with the terms and conditions of the Bonus Plan document. Your initial target bonus opportunity will be 100% of your Base Salary, and this target will be prorated for 2014 based on your start date. All Bonus Plan payments are at the discretion of AMD management and may be adjusted based on job performance, business conditions and/or employment. All Bonus Plan payments are subject to deductions and withholdings required by law.

Your base salary will be subject to regular review based on your performance. AMD pays on a bi-weekly basis on Thursday, with the exception of the first paycheck for exempt employees who begin work in a pay week, who will be paid on the next regularly scheduled payday. Our compensation plans are subject to annual review and may be modified based on business need, in accordance with local law.

Benefits

AMD provides market-competitive benefits that provide financial protection to employees and their families, wellness resources to live a healthy lifestyle, and programs to encourage work/life balance. You will receive additional details about these benefits, including eligibility terms, in the near future.

These benefits include:

 

    401(k) and Roth 401(k) Retirement Savings Plan with Company Match

 

    Medical, Dental and Vision Plans

 

    Healthcare and Dependent Care Reimbursement Accounts

 

    Minimum of 20 days annual vacation

As an AMD executive, the following benefits are also offered:

Deferred Income Account Plan (DIA)

This plan allows you to defer a portion of your compensation on a pre-tax basis above the IRS-imposed limits on 401(k) plans.

 

Initials:   FEN   LOGO


 

LOGO

 

Executive Salary Continuation and Disability Plans

AMD executives are eligible for 100% salary continuation for up to 90 days in the event you are unable to work due to an illness or injury. For longer term disability coverage, AMD automatically enrolls you in the Executive Disability Plan which pays 66 2/3% of your salary (up to $15,000/month).

Executive Life Insurance Plan

This company-paid benefit pays your beneficiary three times your annual salary (maximum coverage of $2 million, or $3 million with Evidence of Insurability) in the event of your death.

Executive Physical

AMD has arrangements with the Heart Hospital of Austin and the Palo Alto Medical Foundation to provide a comprehensive annual exam at no cost to you for executives at your level (Directors and above). Executives not located in Austin or California may schedule an appointment with either provider when traveling to these locations on company business.

Vacation

At the outset of your employment, you will be eligible for 20 days of vacation per calendar year, pro-rated during your first calendar year of employment. In addition, AMD offers its employees at least 10 paid holidays each year.

Background Check and Export License Requirement

This offer is contingent upon you successfully passing a background investigation to be performed by AMD’s Security Investigations Department. As lawfully permitted, this background investigation includes an investigation of criminal records, previous employment history and references, and educational background. Please protect your current employment until the background check processes are complete.

If applicable, this offer of employment is contingent on AMD successfully obtaining an export license for you in accordance with government regulations.

Proof of Employment Eligibility

In accordance with the requirements of the Immigration Reform and Control Act of 1986, you will be required to provide AMD with documents to verify your identity and your legal right to work in the United States. You must present this document on your first day of employment.

AMD Agreement and Acknowledgements

This offer is contingent upon your signing and returning this offer letter, the AMD Agreement, and completing all new employee orientation requirements. You agree to observe and abide by AMD’s policies and rules including AMD’s Worldwide Standards of Business Conduct, as amended from time to time by AMD, as well as any other policies and rules issued in the future by AMD.

The working hours shall be in accordance with the standard working hours applicable to your department or section. You also agree that AMD may transfer your work place and work assignment, as necessary for the business needs.

 

Initials:   FEN   LOGO


 

LOGO

 

Your employment with AMD is “at-will,” which means that you or AMD may terminate it at any time, with or without cause or notice, in accordance with local laws and regulations

If the terms of this offer are acceptable to you, please initial each page, sign your name below and return the original signed and dated document to me. This offer will remain open until October 22, 2014. If you have any questions, please feel free to contact me.

Sincerely,

Lisa Su

President & CEO

I am pleased to accept AMD’s offer of employment as outlined above and in the enclosed attachment(s):

Signature /s/ Forrest E. Norrod

Date 10/20/14

Start Date* 10/27/14

*If a start date has been agreed upon, please indicate that date above. If a date has not yet been determined, please contact your recruiter. Please note that all new AMD employees start on a Monday.

 

Initials:   FEN   LOGO

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/19/15
For Period end:12/27/14
10/22/14
10/16/148-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/31/24  Advanced Micro Devices Inc.       10-K       12/30/23  107:13M
 2/27/23  Advanced Micro Devices Inc.       10-K       12/31/22  103:12M
 2/03/22  Advanced Micro Devices Inc.       10-K       12/25/21  102:10M
 1/29/21  Advanced Micro Devices Inc.       10-K       12/26/20  105:11M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0001193125-15-054362   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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