AMD 2000 Annual Report Download - page 60

(2) Engage in any activity competitive with or adverse to Company's
business or welfare, whether alone, as a partner, or as an officer, director,
employee or holder (directly or indirectly, such as by means of a trust or
option arrangement) of more than 1% of the capital stock of any class of any
other corporation.
Notwithstanding the foregoing requirement of substantially full-time services to
be rendered by Executive on behalf of Company, his expenditure of reasonable
amounts of time in connection with outside activities, not competitive with
Company's business, such as additional outside directorships (but only with
Board approval), or charitable or professional activities, or, after the Initial
Term, other business ventures shall not be considered to be in violation of this
Agreement, subject, however, to the requirement that in no event shall any such
activities materially interfere with the performance of Executive required under
this Agreement. Further, it is understood and agreed by the parties hereto that
Executive is entitled to engage in passive and personal investment activities
not materially interfering with his performance hereunder. Service as an
executive of an affiliate of Company, whether separately compensated or not,
shall not be considered to be in contravention of this paragraph (d).
3. Salary
(a) Through the Initial Term Executive shall continue to receive an
annual base salary of $1,000,000 in cash, plus increases for indexed adjustments
under the Prior Employment Agreement and as provided below. The Board of
Directors (or such Committee as may be designated by the Board) shall review
Executive's salary at least annually at or before the first regularly scheduled
Board meeting following the annual stockholders meeting of each fiscal year
during the Initial Term. The Board (or designated Committee), in its
discretion, may increase the base salary based upon relevant circumstances. The
base salary shall not be reduced during the Initial Term. The Compensation
Committee of the Board shall fulfill the Board's obligations under this Section
3(a) until such designation is revoked by the Board. In addition to any and all
deferred balances and prior accrued salary obligations of Company, if during any
one year period of January 1 to December 31 commencing in the year 2000, the
Consumer Price Index for Urban Wage Earners, San Francisco, published by the
Bureau of Labor Statistics of the U.S. Department of Labor ("CPI-W") increases,
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the salary for the following one year period from January 1 to December 31 shall
be automatically increased by the same percentage. All past and ongoing indexed
salary increases shall be accrued on a continuous basis and shall bear interest
from the date of accrual at an annual rate of 120% of the federal long-term
rate, with compounding from the effective date of the Prior Employment
Agreement. The accrued balance of all indexed salary increases under this and
prior agreements, together with accrued interest thereon, shall be paid at the
earliest time at which a deduction for federal income tax purposes will be
allowed for payment of such amounts under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), but in any event no later than March 31,
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2004, which earliest time shall be referred to as the "Section 162(m) Deferred
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Payment Date".
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(b) During the Extended Term Executive shall receive an annual base
salary of no less than $750,000 (plus adjustments calculated as provided above
for CPI-W increases, from base year 1996 through the Extended Term on an amount
of $500,000) for the period January 1, 2002 through December 29, 2002 and of no
less than $600,000 (plus the same adjustments) for the period January 1, 2003
through December 28, 2003. The Board (or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001