AMD 2000 Annual Report Download - page 65

notwithstanding Executive's termination of service and shall apply to loans
entered into prior to termination of service which may run for a period beyond
the Date of Termination (as such term is defined in Section 13(b) hereof), as
well as loans obtained subsequent to the Date of Termination, provided that the
loan was obtained in connection with the exercise of any option or warrant
whenever granted or the vesting of restricted stock. The amount of said
guaranteed loans shall not exceed the lesser of: (a) the amount of the exercise
price, plus the actual tax paid during the two year period by reason of such
exercise and/or vesting, or (b) three and one-half million dollars ($3,500,000).
In addition, if Executive enters into any one or more loan agreements for any
reason whatsoever, Company shall guarantee such loans for a period ending 180
days after retirement, death, or Disability, or other termination of service
hereunder (or after any extended period of consulting, as may be approved by the
Board) or, in the case termination by Company other than for good cause as set
forth in Section 13(a)(ii) hereof or upon the termination by Executive pursuant
to Section 14. The amount of said guaranteed loans shall not exceed three and
one-half million dollars ($3,500,000).
8. Special Retirement Benefit; Change of Control
(a) Company will maintain a non-discretionary supplemental retirement
arrangement (the "Special Retirement Benefit") to provide additional cash
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payments to Executive that will be paid to Executive upon, or at Executive's
election after, the Section 162(m) Deferred Payment Date. The Special
Retirement Benefit will accrue from September 29, 1996, at the rate of $400,000
per year on each of December 31, 1997, December 31, 1998, December 31, 1999,
December 31, 2000 and December 31, 2001.
(b) The Special Retirement Benefit will be due and payable to
Executive on (or at Executive's election after) the Section 162(m) Deferred
Payment Date and shall be increased by interest at the rate of 9% per year,
compounded annually from September 29, 1996 or the applicable date of accrual
under Section 8(a) until paid (the "Interest"). Except for payment as otherwise
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provided in Section 8(c) and (e), payment of the Special Retirement Benefit plus
the Interest (collectively, the "Retirement Payment") shall be made to Executive
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only if Executive is Chief Executive Officer of Company on his 65th birthday,
provided, however, that a pro rata portion of the Special Retirement Benefit
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(determined by multiplying the maximum Special Retirement Benefit by a fraction,
the numerator of which is the number of months from January 1, 1997 until
Executive's death or Disability and the denominator of which is 60), plus
Interest, will be paid to Executive or his designated beneficiary or in the
absence of a designated beneficiary, his estate (the applicable beneficiary or
estate being herein referred to as "Estate") upon his death or to him or to his
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duly authorized representative in event of his Disability as defined in Section
9 hereof.
(c) If Executive's Service hereunder is terminated by Executive
pursuant to Section 14 hereof prior to 2002 or by Company pursuant to Section
13(a)(iii) hereof prior to 2002, or if Company shall terminate Executive's
service under this Agreement other than for good cause or because of his death
or Disability prior to 2002, the unaccrued installments of the Special
Retirement Benefit that would have been payable had he remained as Chief
Executive Officer through December 31, 2001, plus Interest, shall be accelerated
and accrued immediately and the entire amount of the Retirement Payment shall be
payable to Executive no later than the Section 162(m) Deferred Payment Date.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001