AMD 1999 Annual Report Download - page 93

designee, to your estate. This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees.
11. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by the United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the Chairman of the Board
of Directors of the Company with a copy to the Secretary of the Company, or such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
12. Amendments. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by you and the Company's Chief Executive Officer. No waiver by either
part hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
13. Validity. The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceablity of any other provision
of this Agreement, which shall remain in full force and effect.
14. Arbitration.
(a) Arbitration shall be the exclusive and final forum for settling any
disagreement, dispute, controversy or claim arising out of or in any way related
to (i) this Agreement or the subject matter thereof or the interpretation hereof
or any arrangements relating hereto or contemplated herein or the breach,
termination or invalidity hereof; or (ii) the provision of or failure to provide
any other benefits upon a Change of Control pursuant to any other employment
agreement, bonus or compensation plans, stock option plan, stock ownership plan,
stock purchase plan, life insurance plan or similar plan or agreement with the
Company and/or any of its subsidiaries as Change of Control may be defined in
such other agreement or plan, which benefits constitute "parachute payments"
within the meaning of Section 280G of the Code. If this Section 14 conflicts
with any provision in any such compensation or bonus plan, stock option plan, or
any other similar plan or agreement, this provision requiring arbitration shall
control.
(b) The arbitration shall be conducted in accordance with the Commercial
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA").
(c) The arbitral tribunal shall consist of one arbitrator. Except as
otherwise provided in Section 8, the Company shall pay all the fees, if any, and
expenses of such arbitration.
6
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000