AMD 1994 Annual Report Download - page 168

4. Death of Employee while employed by Employer.
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(a) If Employee dies prior to termination of employment with Employer and
prior to his or her Security Release Date (as defined in Section 10 below),
Employee's designated beneficiary 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 Two Million Dollars ($2,000,000).
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
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Employee's employment on account of a Qualifying Termination.
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(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.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995