AMD 1993 Annual Report Download - page 342

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shall be entitled to receive as a death benefit an amount equal to three times
the Employee's annual base salary at the time of death, subject to a maximum
benefit of the lesser of (i) two million dollars ($2,000,000), or (ii) the
amount of insurance approved by Insurance Company. The amount described in the
preceding sentence shall be paid from the proceeds of the Policy; to the extent
such amount exceeds such proceeds, the difference shall be paid from any other
source that the Company may designate, which may be either another life
insurance policy on the life of Employee or the general assets of the Company.
To the extent that the death benefit under the Policy exceeds such amount, the
balance of the death benefit shall be payable to the Company. The designation
of the beneficiaries under the Policy shall be in accordance with this Section.
(b) Employee agrees that, during the period of this
Agreement, Employee will obtain and provide to the Company and/or the Insurance
Company the written consent of the spouse of the Employee, in the form attached
hereto as Exhibit C, to any designation by Employee of anyone other than the
Employee's spouse as the beneficiary to receive the benefits under this Section
4.
5. Employee's attaining his or her Security Release Date or termination
of Employee's employment on account of a Qualifying Termination.
(a) By making timely payment of the premiums described in
Section 3, the Company may renew its Security Interest in the Policy for the
period commencing with the due date of such payment until the later of (1) the
due date of the next payment described in Section 3, or (2) the date that
Employee attains his or her Security Release Date or terminates employment with
the Employer on account of a Qualifying Termination (either of which events
described in this clause 2 is referred to herein as a "Qualifying Event"). The
Company may not extend its Security Interest in the Policy under the Collateral
Security Assignment Agreement attached as Exhibit A after the occurrence of a
Qualifying Event. After such Qualifying Event, Employee shall be entitled to
exercise all of his or her ownership rights in the Policy without any
limitation and this Agreement and its accompanying Collateral Security
Assignment Agreement shall no longer constitute a restriction on Employee's
rights.
(b) Notwithstanding paragraph (a), the Company shall continue to
have its Security Interest in the Policy, to the extent required to satisfy its
withholding obligations as described in Section 12 and to recover any amounts
owed by Employee as described in paragraph (c) below.
(c) Employee agrees that if, at the time of the occurrence of
a Qualifying Event, Employee has any outstanding balances on any loans made by
the Company to Employee, then, unless Employee
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994