AMD 2000 Annual Report Download - page 73

(ii) Executive shall be entitled to receive the bonuses that would have
been paid to Executive under Sections 4(a), (b) and 4(d) hereof for (x) the
fiscal year in which such Date of Termination occurred, (y) the fiscal year
following the fiscal year in which the Date of Termination occurred, and
(z) any subsequent fiscal year to the extent that the carry-over provisions
of Section 4(b) hereof are applicable, provided that no bonus shall be
first accrued for any period following the last fiscal year in which the
last day of the Extended Term occurs. Notwithstanding the foregoing, in
the event of a Change of Control (as defined in Section 8 hereof), Company
shall pay Executive immediately an amount equal to the average of the two
highest bonuses paid (or payable) to Executive for the last five full
fiscal years immediately prior to such Change of Control, plus any and all
amounts that may be carried-over pursuant to Section 4(b) hereof, and shall
pay Executive as soon as determinable the difference between any greater
amount determined pursuant to the preceding sentence and such average
amount previously paid. Except as provided with respect to a Change of
Control, any bonuses otherwise payable pursuant to this Section 15(a)(ii)
shall be paid to Executive (or his Estate) at the same time as such bonuses
would have been paid to Executive if Executive's service hereunder had not
been terminated. The bonus payable for the fiscal year following the
fiscal year in which the Date of Termination occurs shall be calculated and
paid as if Executive's service hereunder had not been terminated,
notwithstanding any "in service", eligibility status or other requirements
under the 1996 Executive Incentive Plan.
(iii) The vesting and exercisability of all New Options and all other
options, stock appreciation rights, restricted stock or other stock-based
awards granted by Company to Executive shall accelerate and all of them
shall become fully vested and exercisable on the Date of Termination.
(iv) Any New Options that are exercisable without regard to this Section
15 shall remain exercisable as provided in Section 5(c), except that any
New Options that become exercisable solely by reason of the provisions of
Section 15(a)(iii) before September 12, 2001 shall remain exercisable for a
period of only three years.
(v) In addition to all other amounts payable to Executive under this
Section 15, the Executive shall be entitled to receive, not later than the
15th day following the Date of Termination, all benefits payable to him
under any of Company's tax-qualified employee benefit plans and any other
plan, program or arrangement relating to deferred compensation, retirement
or other benefits including, without limitation, the Special Retirement
Benefit and any profit sharing, 401(k), employee stock ownership plan, or
any plan established as a supplement to any of the aforementioned plans or
expressly provided by other provisions of this Agreement, whether now
existing or hereafter established, with additional service and benefit
credits (based on not less than the amount of salary and bonus Executive
would have received under this Agreement had his services not terminated)
for periods through the Extended Term.
(vi) Company shall also pay to Executive, not later than the 15th day
following the Date of Termination, an amount equal to all unvested Company
contributions credited to the Executive's account under any tax-qualified
employee benefit plan maintained by Company as of the Date of Termination.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001