AMD 1994 Annual Report Download - page 172

shall be considered "disabled" at the time that the Administrator (as defined in
Section 13(a) below) determines, based upon competent medical advice, that an
Employee is incapable of rendering substantial services to the Employer by
reason of mental or physical disability.
(c) The Company's Security Interest in the Policy is contingent upon the
timely payment of premiums under Section 3 of this Agreement. Each period
covered by any individual premium payment shall be considered an independent
extension of the Company's Security Interest in the Policy. In the event that
the Company waives its rights by reason of failure to make payments under
Section 3 of this Agreement, Employee shall immediately attain his or her
Security Release Date. The Company's failure to extend its rights in no way
affects the Company's duties and obligations under this Agreement.
11. Limitation on Employee's rights prior to a Qualifying Event.
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In order to protect the Company's Security Interest and notwithstanding any
other provisions in this Agreement, prior to a Qualifying Event, Employee agrees
that he or she will not modify the death benefit under the Policy, borrow
against the Policy, assign the Policy, direct the investment of the cash
surrender value of the Policy, or obtain any portion of the cash value of the
Policy. Notwithstanding the preceding sentence, if Section 6 applies to a
termination, Employee may borrow or withdraw from the Policy, so long as the
borrowing or withdrawal request is submitted to the Insurance Company along with
a directive that the borrowed or withdrawn amount be transferred directly to the
Company.
12. Tax Withholding.
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It is recognized by the parties that the rights of Employee in the Policy
(as modified by the Agreement) may cause Employee to be treated under certain
circumstances as in receipt of gross income. These circumstances may also
impose upon the Company an obligation to deduct and withhold federal, state or
local taxes. Unless Employee otherwise provides the Company the amounts it is
required to withhold, Employee shall cause, either by withdrawing from or
borrowing on a nonrecourse basis against the Policy, to be transferred to the
Company that portion of the cash value of the Policy which is equal to the
amount of any federal, state or local taxes required to be withheld.
13. Disputes.
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(a) The Compensation Committee of the Board of Directors of the Company
(the "Administrator") shall administer this Agreement. The Administrator
(either directly or through its designees) will have power and authority to
interpret, construe,
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995