AMD 1993 Annual Report Download - page 343

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otherwise pays such outstanding balances, Employee shall cause, either by
withdrawing from or borrowing on a non-recourse basis against the Policy, to be
transferred to the Company, that portion of the cash value of the Policy which
is equal to the sum of the outstanding balances on all such loans.
6. Termination of an Employee for a reason other than a Qualifying
Termination.
If the employment of Employee with Employer is terminated prior to
his or her Security Release Date for a reason other than a Qualifying
Termination (as described below), Employee shall cause, either by withdrawing
from or borrowing against the Policy, on a nonrecourse basis, to be transferred
to the Company an amount equal to the maximum amount that may then be obtained
under the Policy; provided that, the amount to be transferred to the Company
shall be reduced to the extent the Employee has previously transferred to the
Company an amount equal to any difference that then exists between the cash
value of the Policy and the amount that may be borrowed against the Policy. In
no event shall Employee's voluntary resignation prior to attaining his or her
Security Release Date (as such concept is further defined below) ever
constitute a Qualifying Termination, except in certain situations following a
Change in Control (see Section 9).
7. Definition of a Qualifying Termination.
A Qualifying Termination is either of the following events: the
termination of Employee by Employer for any reason other than "Cause," as
described in Section 8; or the termination of Employee after a Change in
Control under the circumstances described in Section 9(a). Both of these
concepts are further defined below.
8. Qualifying Termination because Employee is terminated for a reason
other than "Cause".
For purposes of this Section, "Cause" shall mean (1) an act or acts
of dishonesty or moral turpitude (including but not limited to conviction of a
felony) taken by Employee which materially injures or damages the Employer;
(2) Employee's willful failure to substantially perform Employee's duties where
such willful failure results in demonstrable material injury and damage to the
Employer; (3) Employee's misrepresentation or concealment of a material fact
for the purpose of securing employment with the Employer; or (4) performance by
Employee which is substantially below the standard of performance which can
reasonably be expected from an individual occupying Employee's position or
Employee's substantially failing to meet performance objectives (such as
performance objectives relating to profit) which have been previously agreed to
between Employee and Employer.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994