Summary
Advanced Micro Devices, Inc. (AMD) has filed an 8-K report detailing an amended and restated employment agreement with its Chief Executive Officer, Dr. Hector de J. Ruiz. The primary driver for this amendment is to ensure compliance with or exemption from Section 409A of the Internal Revenue Code, which governs deferred compensation. This filing is crucial for investors as it clarifies the terms of Dr. Ruiz's compensation, particularly concerning his base salary, bonus opportunities, and long-term incentive awards. The agreement also addresses potential implications for termination benefits if Dr. Ruiz is classified as a "specified employee" under Section 409A, outlining potential payment delays.
Key Highlights
- 1AMD has amended and restated its CEO's employment agreement (Dr. Hector de J. Ruiz) dated December 11, 2007.
- 2The primary purpose of the amendment is to comply with or obtain an exemption from Section 409A of the Internal Revenue Code regarding deferred compensation.
- 3Dr. Ruiz's current annual base salary is confirmed at $1,124,000.
- 4Annual bonus and long-term incentive awards for Dr. Ruiz are capped at an aggregate maximum of $10 million per fiscal year.
- 5The agreement clarifies that acceleration of vesting provisions will apply to all equity awards except for performance vesting awards.
- 6Dr. Ruiz has an option to receive his annual retirement benefit as a single lump sum payment if elected by December 31, 2007.
- 7Termination benefits for Dr. Ruiz may be delayed for six months following termination if he is deemed a "specified employee" under Section 409A.