AMD 1999 Annual Report Download - page 100

(b) (i) In the event of your Termination without Cause within three
years of the Commencement Date, you will be entitled to (A) a single lump sum
severance payment equal to one year of your current annual base salary (less
applicable deductions and withholdings), (B) acceleration of the vesting and
exercisability of that portion of your Initial Option that would have become
vested within twelve months following your termination and (C) a lump sum
payment of the Retirement Benefit Amount (regardless of your age on date of
termination), otherwise payable to you at age 57, together with any additional
payments for federal and state income or employment taxes on such Retirement
Benefit Amount in full satisfaction of all obligations of AMD pursuant to
Section 5 of this agreement.
(ii) In the event of your Specific Constructive Termination, you
will be entitled to (A) a single lump sum severance payment equal to two years
of your current annual base salary (less applicable deductions and
withholdings), (B) acceleration of the vesting and exercisability of that
portion of your Initial Option that would have become vested within twenty-four
months following notification that you will not become Chief Executive Officer
of AMD, and (C) a lump sum payment of the Retirement Benefit Amount (regardless
of your age on date of termination), otherwise payable to you at age 57,
together with any additional payments for federal and state income or employment
taxes on such Retirement Benefit Amount in full satisfaction of all obligations
of AMD pursuant to Section 5 of this agreement.
(iii) In the event of your Constructive Termination or Termination
without Cause in each case following a Change in Control, you will be entitled
to a (A) single lump sum severance payment equal to the sum of (x) three years
current annual base salary and (y) the average of your two highest bonuses in
the five years preceding your termination of employment (less applicable
deductions and withholdings), (B) full acceleration of the vesting and
exercisability of your Initial Option and any Additional Options, and (C) a lump
sum payment of the Retirement Benefit Amount (regardless of your age on date of
termination), otherwise payable to you at age 57, together with any additional
payments for federal and state income or employment taxes on such Retirement
Benefit Amount in full satisfaction of all obligations of AMD pursuant to
Section 5 of this agreement. For purposes of this Section 9(b)(iii),
"Constructive Termination" shall mean a resignation by you due to any diminution
or adverse change in the circumstances of your employment as determined in good
faith by you, including, without limitation, your reporting relationships, job
description, duties, responsibilities, compensation, prerequisites, office or
location of employment.
(c) If all or any portion of the amounts payable to you on your behalf
under this agreement or otherwise are subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (or similar state
tax and/or assessment), AMD shall pay to you an amount necessary to place you in
the same after-tax position as you would have been in had no such excise tax
been imposed. The amount payable pursuant to the preceding sentence shall be
increased to the extent necessary to pay income and excise taxes due on such
amount. The determination of the amount of any such tax indemnity shall be made
by the independent accounting firm employed by AMD immediately prior to the
Change of Control.
(d) No payments due to you under this Section 9 shall be subject to
mitigation or offset.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000