AMD 1994 Annual Report Download - page 179

to withhold and collect (as set forth in Section 12 of the Agreement); and (iii)
the obligation of the Owner to pay an amount of cash to the Company or transfer
to the Company that portion of the cash surrender value of the Policy which is
equal to the sum of the outstanding balances on any loans made by Assignee to
the Owner in the event of a Qualifying Event (as set forth in Section 5(c) of
the Agreement; and (iv) the obligation of the Owner to name the Assignee as
beneficiary for a portion of the death benefit under the Policy in the event of
the death of the insured prior to Owner's termination of employment with
Employer in accordance with Section 4 of the Agreement.
2. The Owner hereby grants to Assignee a security interest in and
collaterally assigns to Assignee the Policy and the cash value to secure the
Secured Obligations. However, the Assignee's interest in the Policy shall be
strictly limited to:
(a) The right to be paid the Assignee's portion of the death benefit in
the event of the death of the Owner prior to Owner's termination of employment
with Employer in accordance with Section 4 of the Agreement;
(b) The right to receive an amount equal to the entire cash value of the
Policy (which right may be realized by Assignee's receiving a portion of the
death benefit under the Policy or Owner's causing such amount to be transferred
to Assignee (through withdrawing from or borrowing against the Policy), in
accordance with the terms of the Agreement) if the Owner terminates employment
with Employer for a reason other than a Qualifying Termination (unless he or she
has previously attained his or her Security Release Date);
(c) The right to receive an amount equal to the sum of the outstanding
balances on any loans made by Assignee to the Owner in the event of a Qualifying
Event (as set forth in Section 5(c) of the Agreement); and
(d) The right to receive an amount equal to any federal, state or local
taxes that Assignee may be required to withhold and collect (as set forth in
Section 12 of the Agreement).
3. (a) Owner shall retain all incidents of ownership in the Policy, and
may exercise such incidents of ownership except as otherwise limited by the
Agreement and hereunder. The Insurer is only authorized to recognize (and is
fully protected in recognizing) the exercise of any ownership rights by Owner if
the Insurer determines that the Assignee has been given notice of Owner's
purported exercise of ownership rights in compliance with the provisions of
Section 3(b) hereof and as of the date thirty days after such notice is given,
the Insurer has not received written notification from the Assignee of
Assignee's objection to such exercise; provided that, the designation of the
beneficiary to receive the death benefits not otherwise payable to Assignee
pursuant to Section 4 of the Agreement may be changed by the Owner without prior
A-2
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995