AMD 2000 Annual Report Download - page 70

(i) Upon ten (10) days' written notice from Company to Executive in the
event of disability which has incapacitated him from performing his duties
for twelve (12) consecutive months as determined under Section 9, subject
to Executive's right to reinstatement as provided in Section 9, provided
that any such determination after Executive reaches age 65 shall not
prejudice any rights or benefits to which he would have been entitled had
he voluntarily retired as of such date under this Agreement.
(ii) For good cause upon ten (10) days' written notice from Company.
Termination by Company of Executive's service for "good cause" as used in
this Agreement shall mean (A) that the Board of Directors has found that
Executive has committed a material act of theft, misappropriation, or
conversion of corporate funds, or (B) a termination of Executive's
employment during the Initial Term (other than in contemplation of, in
connection with or following a Change in Control (as defined in Section 8
hereof)) as a result of Executive's demonstrably willful, deliberate and
continued failure to follow reasonable directives of the Board of Directors
(other than for any such failure resulting from Executive's incapacity due
to physical or mental illness or any such actual or anticipated failure in
connection with a resignation by Executive pursuant to Section 14 hereof)
within Executive's ability to perform, which failure has had a material
adverse effect on Company. For purposes of the previous sentence, no act
or failure to act by Executive shall be deemed "willful" unless done, or
omitted to be done, by Executive in bad faith and without reasonable belief
that his action or omission was in the best interest of Company.
Notwithstanding the foregoing, Executive shall not be deemed to have been
terminated for good cause under clause (B) above unless and until: (1)
there shall have been delivered to Executive a copy of a resolution duly
adopted by the Board of Directors in good faith at a meeting of the Board
of Directors called and held for such purpose (after reasonable notice to
Executive and an opportunity for Executive, together with his counsel, to
be heard before the Board of Directors), finding that Executive was guilty
of conduct set forth above in clause (B) and specifying the particulars
thereof in reasonable detail, and (2) Executive shall have been provided
the opportunity to correct the performance at issue within 20 business days
after his receipt of the resolution; and (3) if Executive contests such
finding (or a conclusion that he has failed to timely cure the performance
in response thereto), the arbitrators by final determination in an
arbitration proceeding pursuant to Section 27 hereof have concluded that
Executive's conduct met the standard for termination for "good cause" above
and that the Board of Directors' conduct met the standards of good faith
and satisfied the procedural and substantive conditions of this Section 13.
(iii) Upon ninety-five (95) days' written notice to Executive where the
Board by majority vote, elects to terminate Executive for any reason, other
than the reasons referred to in subparagraphs (i) or (ii) above.
(b) Except as provided in the following sentences of this clause
(b) and clauses (c) and (d), as used in this Agreement "Date of Termination"
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shall mean the date specified in the written notice of termination given by
Company pursuant to Section 13(a)(i), (ii) or (iii) hereof, or the effective
date of a termination of services for any other reason. If Executive dies, the
date of Executive's death shall be the Date of Termination. Further, if within
sixty (60) days after any notice of termination is given, the party receiving
such notice of termination
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001