AMD 1999 Annual Report Download - page 89

happening of any event and who are still in office after such event,
determines in its sole discretion within one year after such event, that as a
result of such event there has been a Change of Control.
Notwithstanding the foregoing definition, "Change of Control" for purposes
of this Agreement, shall exclude the acquisition of securities representing more
than 35% of the combined voting power of the Company by the Company, any of its
wholly owned subsidiaries, or any trustee or other fiduciary holding securities
of the Company under an employee benefit plan now or hereafter established by
the Company. As used herein, the term "beneficial owner" shall have the same
meaning as under Section 13(d) of the Exchange Act, and related case law.
2. Term. This Agreement shall become effective immediately on the
delivery of fully executed copies to both parties, and shall continue until
canceled pursuant to the notice of either party. Either party hereto may
provide written notice to the other of cancellation of this Agreement, to take
effect on the date specified in such notice, but in no event shall such
cancellation take effect less than two years from the date on which notice is
given. Such notice shall be furnished in accordance with Section 11 of this
Agreement.
3. Tax Indemnity.
(a) 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), the Company 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 initially be made by the independent
accounting firm employed by the Company immediately prior to the Change of
Control.
(b) If at a later date it is determined (pursuant to final regulations or
published rulings of the IRS, final judgment of a court of competent
jurisdiction or otherwise) that the amount of excise taxes payable by you
is greater than the amount initially so determined, then the Company (or
its successor) shall pay you an amount equal to the sum of (1) such
additional excise taxes (2) an interest, fines and penalties resulting
from such underpayment, plus (3) an amount necessary to reimburse you for
any income, excise or other taxes payable by you with respect to the
amounts specified in (1) and (2) above, and the reimbursement provided by
this clause (3). If at a later date it is determined (pursuant to final
regulations or published rulings of the IRS, final judgment of a court of
competent jurisdiction or otherwise) that the amount of excise taxes
payable by you is lesser than the amount initially so determined, then you
shall pay to the Company (or its successor) an amount equal to such
overpayment to the extent such is refunded to you.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000