AMD 1994 Annual Report Download - page 170

performance objectives relating to profit) which have been previously agreed to
between Employee and Employer.
9. Qualifying Termination on account of a Change in Control.
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(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. Notwithstanding 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.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995