AMD 2000 Annual Report Download - page 67

determines in its sole discretion within one year after such event, that as a
result of such event that there has been a Change of Control.
Notwithstanding the foregoing definition, the term "Change of
Control" for purposes of this Agreement (a) shall exclude the acquisition of
securities representing more than 35% of the combined voting power of Company
(i) by Executive or any group with which Executive is affiliated (as the terms
"group" and "affiliate" are defined under the Exchange Act), (ii) by Company,
(iii) by any of its wholly-owned subsidiaries (unless after giving effect to the
acquisition, less than 65% of the voting power of the subsidiary is held by
Company and persons who were stockholders of Company immediately prior to the
acquisition), or (iv) by any trustee (or other fiduciary) holding securities of
Company under an employee benefit plan now or hereafter established by Company;
and (b) shall not apply to the Prior Options, which shall be governed by the
provisions of Section 5(e) and the applicable agreements referred to therein. As
used herein, the term "beneficial owner" shall have the same meaning as under
Section 13(d) of the Exchange Act, and related case law.
9. Disability Benefits
"Disability" shall mean Executive's incapacity due to physical or
mental illness or cause, which results in the Executive being absent from the
performance of his duties with Company on a full-time basis for a period of six
(6) consecutive months. The existence or cessation of a physical or mental
illness which renders Executive absent from the performance of his duties on a
full-time basis shall, if disputed by Company or Executive, be conclusively
determined by written opinions rendered by two qualified physicians, one
selected by Executive, and one selected by Company. During the period of
absence, Executive shall be deemed to be on disability leave of absence, with
his compensation paid in full. During the period of such disability leave of
absence, the Board of Directors may designate an interim Chief Executive Officer
on such terms as it deems proper.
Upon the expiration of twelve (12) consecutive months of such
disability leave of absence, Executive's service may be terminated by Company
pursuant to the provisions of Section 13(a)(i); provided, however, that prior to
the Date of Termination (as defined in Section 13), Executive shall have the
right to return to full-time service. At Company's request, Executive shall be
required to provide the written opinions of two qualified physicians, one
selected by Executive and one selected by Company, to verify Executive's
condition of health. If Company refuses to permit Executive to resume full-time
service as Chairman and Chief Executive Officer, Company shall be deemed to have
terminated this Agreement under Section 13(a)(iii) hereof.
10. Death During Service; Split Dollar Policy
If Executive dies during the term of service contemplated by this
Agreement, Company shall pay the regular compensation that would otherwise be
payable to Executive up to the end of the month in which his death occurs, plus,
as a death benefit, compensation for a period of twelve (12) months thereafter
at the same monthly rate of base compensation which prevailed during the month
of his death. In addition, Executive shall be entitled to receive the payments
and benefits enumerated in Sections 8(b) and 13(c). Any amounts payable to
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001