AMD 2000 Annual Report Download - page 61

designated committee), in its discretion, may increase the annual base salary
based upon relevant circumstances. The base salary shall not be reduced during
the Extended Term.
(c) Except as provided above, base salary shall be paid in
installments consistent with Company's usual payroll practices for executive
officers.
4. Bonus
(a) Executive shall, as provided in, and subject to, this Section 4(a)
and Sections 4(b) and (c) below, receive an incentive bonus for each of
Company's fiscal years ending December 31, 1997, December 31, 1998, December 31,
1999, December 31, 2000, December 30, 2001 and December 29, 2002 under Company's
1996 Executive Incentive Plan in an amount equal to six-tenths of one percent
(0.6%) of Adjusted Operating Profits of Company in excess of twenty percent
(20%) of the Adjusted Operating Profits of Company for Company's immediately
preceding fiscal year. For the fiscal year ending December 28, 2003, such
annual bonus shall be in an amount equal to two-tenths of one percent (0.2%) of
Adjusted Operating Profits of Company in excess of twenty percent (20%) of the
Adjusted Operating Profits for Company's immediately preceding fiscal year. The
annual bonus shall be paid immediately upon release by Company of its
operational results for the last quarter of each fiscal year referred to above.
The amount payable under this Section 4(a) or Section 4(b) shall not be subject
to the further discretion of Company's Compensation Committee and shall not be
reduced or deferred except as specifically provided in this Section 4 or as
otherwise agreed to by Executive.
For purposes of all calculations, "Adjusted Operating Profits" of
Company shall be deemed to constitute operating income, as reported on Company's
financial statements, increased for any pre-tax operating income and decreased
for any pre-tax operating loss from the Fujitsu joint venture (and any other
joint ventures approved by Executive and the Board for these purposes) and
increased by any expenses accrued for profit sharing plan contributions, bonuses
under Company's Executive Bonus Plan, bonuses to the Chief Operating Officer of
Company and, in fiscal years 2002 and 2003, any other Chief Executive Officer,
and bonuses (including bonuses under this Agreement and the Prior Employment
Agreement) provided for in Sections 4(a), (b) and (d) hereof. The provisions of
this Agreement with respect to bonus-related benefits following a termination of
service shall supersede any "in service" provisions (including last day of year
service requirements) of the 1996 Executive Incentive Plan.
(b) The maximum bonus initially payable to Executive under Section
4(a) above in each fiscal year shall not be greater than $5,000,000. The amount
of the bonus which exceeds the maximum bonus payable in any one fiscal year, if
any (the "Excess Bonus") shall be carried over (on a "first-in, first-out"
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basis) and added to the bonus (if any) determined for any of the next three
fiscal years, whether or not any one or more of such fiscal years ends before or
after the end of the Extended Term; provided the Excess Bonus, or portion
thereof, does not cause the bonus payable in any fiscal year to exceed
$5,000,000 or any higher maximum bonus payable in that year.
(c) If there shall be a combination of Company with another company or
a reorganization or capital restructuring of Company, or any other occurrence
similar to any of the foregoing, and as a result thereof the amount or value of
the bonuses payable pursuant to the
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001