AMD 1993 Annual Report Download - page 344

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9. Qualifying Termination on account of a Change in Control.
(a) A Qualifying Termination shall be treated as occurring on
account of a "Change in Control" (as defined below) if within six (6) months
prior to or 36 months following such Change in Control, either (1) Employee's
employment with the Employer is terminated without "Cause" (as defined in
Section 8) or (2) Employee terminates his or her employment with the Employer
for "Good Reason" (as defined in subsection (c) below).
(b) For purposes of this Section, a "Change in Control" shall mean a
change of control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or in response to
any other form or report to the Securities and Exchange Commission or any stock
exchange on which the Company's shares are listed which requires the reporting
of a change of control. In addition, a Change of Control shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing more than 20% of the
combined voting power of the Company's then outstanding securities; or (ii) in
any two-year period, individuals who were members of the Board of Directors
(the "Board') at the beginning of such period plus each new director whose
election or nomination for election was approved by at least two-thirds of the
directors in office immediately prior to such election or nomination, cease for
any reason to constitute at least a majority of the Board; or (iii) a majority
of the members of the Board in office prior to the happening of any event and
who are still in office after such event, determines in its sole discretion
within one year after such event, that as a result of such event there has been
a Change of Control. Not-withstanding the foregoing definition, "Change of
Control" shall exclude the acquisition of securities representing more than 20%
of the combined voting power of the Company by the Company, any of its
wholly-owned subsidiaries, or any trustee or other fiduciary holding securities
of the Company under an employee benefit plan now or hereafter established by
the Company. As used herein, the term "beneficial owner" shall have the same
meaning as under Section 13(d) of the Exchange Act and related case law.
(c) For purposes of this Section, "Good Reason" shall mean the
occurrence of one of the following events without Employee's consent:
(1) An adverse and significant change in the
Employee's position, duties,
responsibilities, or status with the
Employer, or a change in
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994