AMD 2000 Annual Report Download - page 72

14. Termination by Executive
Executive shall have the right to terminate his service under this
Agreement upon 30 days' notice to Company given within 180 days following the
date on which the Executive becomes aware of any of the following events:
(a) Executive is not elected or retained as Chairman and Chief
Executive Officer and a director of Company at any time during the Initial Term
or as Chairman and a director of Company at any time during the Extended Term;
(b) any assignment to Executive of any duties other than those
reasonably contemplated by, or any limitation of the powers or prerogatives of
Executive in any respect not reasonably contemplated by, Section 2 hereof;
(c) any removal of Executive from responsibilities substantially
similar to those described or contemplated in Section 2 hereof (except pursuant
to Section 13 (a)(ii) hereof);
(d) any reduction in, or limitation upon, the compensation,
reimbursable expenses or other benefits provided in Sections 3 through 10, other
than by valid public law or regulation;
(e) any assignment to Executive of duties that would require him to
relocate or transfer his current principal place of residence in Southern
California, or would make the continuance of such current principal place of
residence unreasonably difficult or inconvenient for him; or
(f) a Change of Control of Company (as defined in Section 8 hereof);
provided that in such event no advance notice shall be required.
15. Consequences of a Section 14 Termination by Executive, a Termination by
Company for Certain Reasons or a Breach by Company
(a) If Executive's service hereunder is terminated by Executive
pursuant to Section 14 hereof during the Initial Term or the Extended Term, or
by Company pursuant to Section 13(a)(iii) hereof during the Initial Term or the
Extended Term, or if Company shall otherwise terminate Executive's services
under this Agreement (other than for good cause or because of death or
disability) during the Initial Term or the Extended Term, the following shall
apply:
(i) Executive shall continue to receive Executive's base salary (in effect
in the fiscal year in which the Date of Termination occurs and as adjusted
under Section 3) until the end of the Extended Term; provided, however,
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that in the event of a Change of Control (as defined in Section 8 hereof),
such base salary shall be payable for no less than three years following
the Date of Termination. Company shall as soon as practicable but no later
than 10 business days after the Date of Termination pay to Executive in a
lump sum the full amount to which he is entitled under this Section
15(a)(i).
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001