AMD 2000 Annual Report Download - page 74

(vii) Company shall also pay to Executive all legal fees and expenses
incurred by the Executive (1) in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement (Executive shall have no obligation to repay any
such legal fees or expenses regardless of the outcome of any contest or
dispute), or (2) in connection with any tax audit or proceeding to the
extent attributable to the application of Section 4999 of the Code to any
payment or benefit provided hereunder.
(viii) Company shall also pay to Executive, not later than the second day
following the Date of Termination, a pro rata amount of his base salary
under Section 3 hereof, in effect on the Date of Termination, for each day
of vacation or sick leave which has accrued as of the Date of Termination,
but which is unpaid as of such date, to which Executive is entitled under
Company's vacation and sick leave policies.
(b) Upon a Change of Control, Company's obligation to pay the benefits
described herein shall be absolute and unconditional, shall be paid as soon as
practicable but not more than ten (10) business days thereafter or (if expressly
provided herein) as earlier or later herein provided, and shall not be affected
by any circumstances or any set-off, counter-claim, recoupment, defense or other
right which Company or any of its subsidiaries may have or claim against
Executive or anyone else.
16. Other Benefits Following Termination of Service
(a) If Executive's service is terminated by Company other than
pursuant to Section 13(a)(ii), or terminated by Executive pursuant to Section 14
on or before the last day of the Extended Term, or if Executive completes the
term of service contemplated by Section 2, or if Executive dies, retires from
service as Chief Executive Officer or Chairman (or both) with the consent of the
Board before age 65, or retires as Chief Executive Officer or Chairman (or both)
after age 65, in addition to the benefits provided under Section 15 in the
applicable circumstances, Executive shall also be entitled to the following
benefits:
(i) Company shall provide at its expense for his lifetime, his spouse's
lifetime and until his youngest child or other eligible dependent reaches
age 21, health and welfare benefits, at least comparable to those benefits
in effect on the date hereof or, if greater, immediately prior to the Date
of Termination, including but not limited to medical, dental, disability,
spouse and dependent care, and life insurance coverage. At Company's
election, health benefits may be provided by reimbursing Executive or his
spouse or child's guardian, as the case may be, for the cost of converting
group policy to individual coverage, or for the cost of extended COBRA
coverage. Company shall also pay to Executive or his spouse or child's
guardian, as the case may be, an amount calculated to pay any income taxes
due as a result of the payment by Company on Executive's behalf for such
health benefits. Such tax payment shall be calculated to place Executive
(and his spouse and dependents) in the same after-tax position as if no
such income taxes had been imposed. Notwithstanding anything to the
contrary in this Agreement, if Executive's service terminates after
completion of thirty (30) years of service or
17
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001