AMD 1999 Annual Report Download - page 92

the event of any dispute concerning your right to payment, the Company shall
nevertheless continue to pay to you your Base Compensation (as such term is
defined in Section 5) until the dispute is resolved. Any such amounts paid
following your termination of employment shall be credited against the amounts
otherwise due to you under this Agreement or in the event the Company
prevails, shall be repaid to the Company.
7. Legal Fees. The Company shall also pay forthwith upon written demand
from you all legal fees and expenses reasonably incurred by you in seeking to
obtain or enforce any right or benefit provided by this Agreement. In the event
you do not prevail in any ensuing arbitration or litigation, the Company shall
absorb its own costs, expenses, and attorneys' fees, and you shall reimburse the
Company for one-half of your costs, expenses, and attorneys' fees.
8. Mitigation. You shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Agreement be reduced or
offset in any way whatsoever by any amount received by you for any reason
whatsoever from another employer or otherwise after the Date of Termination.
9. Indemnification. For at least six years following a Change of Control,
you shall continue to be indemnified under the Company's Certificate of
Incorporation and Bylaws at least to the same extent as prior to the Change of
Control, and you shall be covered by the directors and officers liability
insurance, the fiduciary liability insurance and the professional liability
insurance policies that are the same as, or provide coverage at least equivalent
to, those the Company carried prior to the Change of Control.
10. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms as you
would be entitled hereunder if the Company had terminated your employment after
a Change of Control, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the Company as
hereinabove defined and any successor to its business and/or assets as aforesaid
which executes and delivers the agreement provided for in this Section or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.
(b) This Agreement shall terminate upon your death except that if you
should die while you are entitled to receive any amounts under this Agreement
but which are unpaid at your date of death, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
your devisee, legatee, or other designee or, if there be no such
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000