AMD 1999 Annual Report Download - page 90

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(c) By signing this agreement, you and the Company both agree to cooperate
with the person(s) calculating the amount of the tax indemnity, and will
provide copies of whatever tax returns and other documents may be necessary
to perform the calculation.
4. Termination of Employment Following Change of Control. If any of the
events described in Section 1 hereof constituting a Change of Control shall have
occurred, you shall be entitled to the benefits provided in Section 5 hereof
upon the termination of your employment by you or the Company after such Change
of Control.
(a) Notice of Termination. Any termination of your employment by the
----------------------
Company or by you for any reason whatsoever during the term of this
Agreement shall be communicated by written notice of termination to the
other party hereto ("Notice of Termination").
(b) Date of Termination. "Date of Termination" shall mean a date which
--------------------
follows a Change of Control and is either (1) the date specified in the
Notice of Termination, if your employment is terminated by you during the
term hereof: or (2) the date on which a Notice of Termination is given, if
your employment is terminated for any other reason.
5. Benefits Upon Termination Following a Change Of Control.
(a) Amount of Benefits. The Company shall provide to you as soon as
-------------------
practicable, but not more than ten business days following the Date of
Termination subsequent to a Change of Control of the Company, each of the
following benefits:
(1) Severance Benefit. The Company shall pay you a lump sum severance
benefit which shall equal three times the sum of (A) your Base
Compensation, plus (B) the average of the two highest annual bonuses paid
to you during the last five full calendar years immediately prior to the
Change of Control. For purposes of this Section 5(a)(1), "Base
Compensation" means your rate of annual salary, as in effect for the
twelve-month period ending on the date six months prior to the Change of
Control or on the Date of Termination, whichever is higher. Base
Compensation does not include elements such as bonuses, reimbursement of
interest paid on guaranteed loans, auto allowances, nor any income from
equity based compensation, such as may result from the exercise of stock
options or stock appreciation rights, or the receipt of restricted stock
awards or the lapse of restrictions on such awards. If you were employed
by the Company and/or any of its subsidiaries for less than one full
calendar year immediately preceding the Change of Control, your "highest
annual bonus" will be determined by annualizing the bonus earned during
your period of employment.
(2) Equity Compensation. All unvested stock options, stock
appreciation rights and restricted stock awards held by you at the time of
your Date of Termination shall be deemed fully vested and exercisable at
such Date of Termination, provided, that if any such option, right or award
would, as a result of such early exercisability no longer qualify for
exemption under Section 16 of the Exchange Act, then such option, right or
award shall be fully vested but shall not become exercisable until the
earliest date on
3
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000