EXHIBIT 10.17(b)
August 24, 1994
Mr. Anthony B. Holbrook
41 Hollins Drive
Santa Cruz, California 95060
Dear Tony:
Although we regret your decision to resign as an executive officer of AMD,
we are very pleased that you will be available to continue to work with AMD on a
part-time basis. The following will formalize the arrangements you have
proposed in your letter to Jerry, and issues we discussed in our recent
conversation.
1) You will remain a full-time AMD employee through August 26, 1994.
2) From August 27, 1994 through July 31, 1995, you will be a regular, part-
time employee of AMD, during which you will devote up to 35 hours per month
to the activities described in this agreement. In the second quarter of
1995, we will discuss extension of this agreement.
3) During the period from August 27, 1994 through July 31, 1995, you will
oversee the K-series program by formally reviewing development status every
45 to 60 days and informally monitoring events more frequently. At the
request of individual members of senior management, you will advise on
matters such as product and market development strategies, technology
plans, business plans, and new business ventures. You will be available to
attend meetings such as division strategy reviews, PDPs, and TDPs as
requested.
4) While you remain as a part-time employee under this agreement, you will be
compensated at a bi-weekly rate of $5,592, beginning August 27, 1994. All
business expenses will be reimbursed as usual, and all applicable federal
and state taxes will be deducted.
5) AMD will provide an office and secretarial support.
6) Certain benefits, including medical, dental and life insurance benefits,
will end on August 31, 1994. Under COBRA, you will be entitled to
continued medical and dental coverage at your sole expense. Benefits under
the Executive long-term disability plan, the Executive Savings plan, and
the stock purchase plan end on your last day of full-time employment,
August 26, 1994. As a regular, part-time employee, you will continue to
vest in any unvested stock options, and will be eligible for Cash Profit
Sharing, Deferred Profit Sharing, and the 401(k) Plan.
Mr. Anthony B. Holbrook
August 24, 1994
Page 2
7) You will be eligible to receive payment of your 1994 Chief Technical
Officer bonus at the time it is regularly paid.
8) You will be entitled to retain the use of an AMD vehicle under the terms
and conditions of AMD Car Plan A from August 27, 1994 through July 31,
1995, subject to the following conditions: (i) all fuel costs will be paid
by you; and (ii) you will be reimbursed up to a total of $2,000 for routine
maintenance and normal repair during this period upon presentation of
appropriate documentation. If a maintenance or repair problem in excess of
$2,000 arises, you will advise AMD and seek prior approval for
reimbursement from the Chief Financial Officer.
9) All of the company's policies and programs, including policies concerning
trading in AMD stock and the protection and ownership of intellectual
property, will continue to apply to you, and where applicable will extend
beyond termination of employment.
If the above meets with your approval, please sign the enclosed copy and
return it to me.
Sincerely,
/s/ Stanley Winvick
Stanley Winvick
Senior Vice President, Human Resources
Accepted and Agreed:
/s/ Anthony B. Holbrook
--------------------------------------
Anthony B. Holbrook
cc: Jerry Sanders
SW:JWS/kar