AMD 2000 Annual Report Download - page 66

(d) All cash payments pursuant to the Special Retirement Benefit will
be paid from the general funds of Company and no special or separate fund will
be established and no segregation of assets will be made to assure the payment
of funds pursuant to the Special Retirement Benefit. Executive shall have no
right, title or interest whatever in or to any investment which Company may make
to aid it in meeting its obligations under the Special Retirement Benefit.
Nothing contained in this Agreement, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between Company and Executive or any other person. To
the extent that Executive acquires a right to receive payments pursuant to the
Special Retirement Benefit, such right shall be no greater than the right of an
unsecured creditor of Company.
(e) In the event or anticipation of a Change of Control, as defined in
this Section 8, the unaccrued installments of the Special Retirement Benefit
shall be accelerated and accrued and the entire amount of the Special Retirement
Benefit, plus Interest (in an amount not less than that which would have been
payable had he remained as Chief Executive Officer through 2001), shall be
payable to Executive immediately prior to such Change of Control or as soon
thereafter as practicable.
(f) For purposes of this Agreement, the term "Change of Control" shall
mean a change of control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in response
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to any other form or report to the Securities and Exchange Commission or any
stock exchange on which Company's shares are listed which requires the reporting
of a change of control. In addition, a Change of Control shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, but excluding a person described in (and who
continues to satisfy the requirements and conditions of) the proviso at Rule
13d-1(b)(1)(i), (ii) and (iii) and who has not become subject to Rule 13d-
1(e)(1) or (g) is or becomes the beneficial owner, directly or indirectly, of
securities of Company representing more than 35% of the combined voting power of
Company's then outstanding securities; or (ii) in any two-year period,
individuals who were members of the Board at the beginning of such period, plus
each new director (other than a participant or designate of a participant in a
transaction described in clause (i), (ii), (iii) or (iv) of this sentence) whose
election or nomination for election was approved by at least two-thirds of the
directors in office immediately prior to such election or nomination, cease for
any reason to constitute at least a majority of the Board; (iii) there is
consummated a merger or consolidation of Company with or into any other entity,
other than a merger or consolidation which would result in the holders of the
voting securities of Company outstanding immediately prior thereto holding
securities which represent immediately after such merger or consolidation more
than 50% of the combined voting power of the voting securities of either Company
or the other entity which survives such merger or consolidation or the parent of
the entity which survives such merger or consolidation; (iv) the stockholders of
Company approve a plan of complete liquidation of Company or there is
consummated the sale or disposition by Company of all or substantially all of
Company's assets, other than a sale or disposition by Company of all or
substantially all of Company's assets to an entity at least 65% of the combined
voting power of the voting securities of which are owned by persons in
substantially the same proportions as their ownership of Company immediately
prior to such sale; or (v) a majority of the members of the Board in office
prior to the happening of any event and who are still in office after such
event,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001