AMD 1994 Annual Report Download - page 178

EXHIBIT A
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COLLATERAL SECURITY ASSIGNMENT AGREEMENT
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This Collateral Security Assignment is made and entered into effective
as of __________, 19__, by the undersigned as the owner (the "Owner") of Life
Insurance Policy Number ______________ (the "Policy") issued by The
Manufacturers Life Insurance Company of America (the "Insurer") upon the life of
Owner and by Advanced Micro Devices, Inc. a __________ corporation (the
"Assignee").
WHEREAS, the Owner is a valued employee of Assignee or a subsidiary of
Assignee, and the Assignee wishes to retain him or her in its or its
subsidiary's employ; and
WHEREAS, to encourage the Owner's continued employment, the Assignee wishes
to pay premiums on the Policy, as more specifically provided for in that
certain Split-Dollar Life Insurance Agreement dated as of ________________,
19__, and entered into between the Owner and the Assignee as such agreement may
be hereafter amended or modified (the "Agreement") (unless otherwise indicated
the terms herein shall have the definitions ascribed thereto in the Agreement);
WHEREAS, in consideration of the Assignee agreeing to make the premium
payments, the Owner agrees to grant the Assignee a security interest in the
Policy as collateral security; and
WHEREAS, the Owner and Assignee intend that the Assignee have no greater
interest in the Policy than that prescribed herein and in the Agreement and that
if the Assignee ever obtains any right or interest in the Policy or the proceeds
thereof, except as provided herein and in the Agreement, such right or interest
shall be held in trust for the Owner to satisfy the obligations of Assignee to
Owner under the Agreement and the Assignee additionally agrees that its rights
to the Policy shall serve as security for its obligations to the Owner under the
Agreement;
NOW, THEREFORE, the Owner hereby assigns, transfers and sets over to the
Assignee for security the following specific rights in the Policy, subject to
the following terms, agreements and conditions:
1. This Collateral Security Assignment is made, and the Policy is to be
held, as collateral security for all liabilities of the Owner to the Assignee
pursuant to the terms of the Agreement, whether now existing or hereafter
arising (the "Secured Obligations"). The Secured Obligations include: (i) the
obligation of the Owner to transfer an amount equal to the entire cash value in
the event that the Owner terminates employment with Employer for a reason other
than a Qualifying Termination and before attaining his or her Security Release
Date; (ii) the obligation of the Owner to pay an amount of cash to Assignee or
transfer to Assignee that portion of the cash value which is equal to any
federal, state or local taxes that Assignee may be required
A-1
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995