AMD 1994 Annual Report Download - page 169

(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 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
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Termination.
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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.
In the event that the amount that can be withdrawn from or borrowed against the
Policy is less than the cash surrender value of the Policy, the Company shall
withhold from other compensation payable to Employee the amount of such
difference unless Employee has previously transferred to the Company an amount
equal to such difference. 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.
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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
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than "Cause".
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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; (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
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995