AMD 1995 Annual Report Download - page 119

representative or consultant of AMD's business in any manner which
interferes or is intended to interfere with such person's relationship
with AMD, or in an effort to obtain such person as a customer,
supplier, employee, salesman, agent or representative of, or a
consultant to, any other person that conducts a business competitive
with AMD's business; and
(d) Marketing or selling the products of a comparable business.
For purposes of this Paragraph 2 and each of its subsections, the term
"comparable business" shall mean the business of designing, marketing and
selling microprocessors compatible with the X86 instruction set and architecture
and personal computer boards based on such microprocessors.
3. During the 12 month period following the termination of Raza's
employment, AMD shall have the right to retain Raza as a consultant at a rate of
compensation equal to his regular monthly salary in effect on the date his
employment terminates. In the event that AMD terminates Raza without cause, AMD
shall retain Raza as a consultant at a rate of compensation equal to his regular
monthly salary in effect on the date his employment terminates for a period of
12 months or shall pay 12 months of salary in a lump sum upon termination. For
purposes of this paragraph "cause" shall be defined as any one of the following:
(a) failure to perform to the expectations of the Chief Executive
Officer, which failure shall be determined by AMD in its sole discretion;
(b) failure to abide by any of the policies and procedures, worldwide
standards of business conduct or other employee conduct guidelines of the
company, which failure shall be determined by AMD in its sole discretion;
(c) death of the employee;
(d) change in business focus away from development and/or manufacture
of microprocessors compatible with the X86 instruction set and architecture;
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996