AMD 2000 Annual Report Download - page 71

notifies the other party that a dispute exists concerning the termination, the
Date of Termination shall be the date as finally determined by mutual written
agreement of the parties or by a final and binding arbitration award. Any party
giving notice of a dispute shall pursue the resolution of such dispute. During
the period until the dispute is finally resolved in accordance with this Section
13(b), Company will continue to pay Executive his full compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, base salary) and continue Executive as a participant in all compensation,
employee benefit, health and welfare and insurance plans, programs, arrangements
and perquisites in which Executive was participating or to which he was entitled
when the notice giving rise to the dispute was given, until the dispute is
finally resolved in accordance with this Section 13(b). Amounts paid under this
Section 13(b) shall be repaid to Company or be offset against or reduce any
other amounts due Executive under this Agreement, if appropriate, only upon the
final resolution of the dispute.
(c) If Executive's service hereunder is terminated by reason of
Executive's death or Disability pursuant to Section 13(a)(i) hereof, Executive
or his Estate shall be entitled to receive 100% of his base salary (including
adjustments) for the remainder of the Initial Term, the amounts provided under
Section 10, his compensation under Sections 4(a), (b) and 4(d) hereof for the
fiscal year in which the Date of Termination occurs and for the following fiscal
year, and any Excess Bonus remaining unpaid as of the date the foregoing bonuses
are paid. Company may purchase insurance to cover all or any part of its
obligations set forth in the preceding sentence, and Executive agrees to take a
physical examination to facilitate the obtaining of such insurance. In addition
to the foregoing, the New Options and all Prior Options (collectively, the
"Options") which otherwise would have vested within two years following the Date
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of Termination shall accelerate, vest and become exercisable on the Date of
Termination. The New Options shall remain exercisable as provided in Section
5(c). In addition, Executive or his estate (or spouse or dependents, as
applicable) shall be entitled to the benefits contemplated by Section 16(a)(i)
and (iii).
(d) If Executive's service hereunder is terminated pursuant to
Section 13(a)(ii) hereof, or by reason of Executive's voluntary termination
other than pursuant to Section 14 hereof, Company shall be obligated to pay
Executive only such severance compensation as the Board by majority vote deems
appropriate, or none at all, and such other benefits and compensation as is
expressly provided for under other provisions of this Agreement (including but
not limited to Sections 4(b), 5(c), 5(e), 8, 16 and 17) and Company's ongoing
obligations under Sections 3 and 4 shall cease (except as to any and all
obligations that are either accrued or deferred or both). Any and all of
Company's obligations under other sections of this Agreement shall continue. The
New Option shall remain exercisable as provided in Section 5(c).
(e) If Executive's service hereunder is terminated pursuant to
Section 13(a)(iii), the provisions of Sections 15 and 16 hereof shall apply.
(f) All Prior Options shall be and remain subject to the
provisions of Section 5(e) hereof.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001