AMD 1999 Annual Report Download - page 91

which it could become exercisable and also qualify for exemption from
Section 16 of the Exchange Act. All vested options held by you, including
those deemed fully vested as of the Date of Termination shall become
automatically exercisable for a period of one (1) year from the Date of
Termination; provided, however, in no event shall any option remain
exercisable beyond the maximum period allowed therefor in the stock
option plan under which it was granted. This agreement shall serve as an
amendment to all of your outstanding stock options, restricted stock
awards and stock appreciation rights as of the Date of Termination.
(3) Accrued Bonus. The Company shall pay you an amount equal to the
pro rata amount of the annual bonus accrued under the Company's Executive
Bonus Plan for the portion of the year to the Date of Termination.
(4) Company Car. The Company shall allow you the continued use of the
Company automobile, on the same terms which existed prior to the Change of
Control, for twelve (12) months following the Date of Termination.
(5) Financial and Tax Planning. The Company shall provide you with
continued personal financial planning and tax planning services up to
$4,000 for twelve (12) months following the Date of Termination.
(6) Other Benefits. The Company shall provide for a period of
twelve(12) months following the Date of Termination, health and welfare
benefits at least comparable to those benefits in effect on your Date of
Termination, including but not limited to medical, dental, disability,
dependent care, and life insurance coverage. At the Company's election,
health benefits may be provided by reimbursing you for the cost of
converting a group policy to individual coverage, or for the cost of
extended COBRA coverage. The Company shall also pay you an amount
calculated to pay any income taxes due as a result of the payment by the
Company on your behalf for such health benefits. Such tax payment shall be
calculated to place you in the same after-tax position as if no such income
had been imposed.
(b) Other Benefits Payable. The benefits described in subsection (a) above
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shall be payable in addition to, and not in lieu of, all other accrued or vested
or earned but deferred compensation, rights, options or other benefits which may
be owed to you following termination of your employment, irrespective of whether
your termination was preceded by a Change of Control, including but not limited
to accrued vacation or sick pay, amounts or benefits payable under any
employment agreement or any bonus or other compensation plans, stock option
plan, stock ownership plan, stock purchase plan, life insurance plan, health
plan, disability plan or similar plan.
6. Payment Obligations Absolute. The Company's obligation to pay the
benefits described herein shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company or any of its
subsidiaries may have against you or anyone else. In
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000