AMD 2000 Annual Report Download - page 75

Executive dies or is disabled, benefits pursuant to this Section 16(a)(i) shall
continue as above provided in the case of a retirement, expiration or
termination.
(ii) Company shall allow Executive the continued use of a Company
automobile and security/driver on the same terms which existed on the date
hereof or, if greater, immediately prior to the Date of Termination, until
five (5) years after the expiration of the Extended Term.
(iii) Company shall provide Executive (or his surviving spouse) up to
$25,000 each year for expenses incurred by Executive (or surviving spouse)
for estate, tax and financial planning, insurance (including annuity)
products and benefits and related legal fees, until five years after the
expiration of the Extended Term. Such amount shall cumulate as provided in
Section 7(c) hereof and be paid at the conclusion of such period to the
extent not used.
(iv) Company shall provide Executive with an office and secretarial
services equivalent to those provided to Executive in his Southern
California office on the date hereof or, if greater, immediately prior to
the Date of Termination, until five years after the expiration of the
Extended Term.
(v) Company shall provide continued access to and use of Company
facilities and services comparable to those provided to him prior to his
retirement as Chief Executive Officer, including access to Company
aircraft, apartments, memberships, and clubs, on substantially the same
basis as such facilities and services are now provided or are provided to
him prior to his retirement as Chief Executive Officer, for business and
for personal use, as the case may be, until five years after the expiration
of the Extended Term; provided that in the case of Company aircraft, such
access shall be subject to the approval of Company's chief executive
officer.
(b) Unless Executive's service is terminated by Company for good
cause, for at least ten (10) years following the Date of Termination, Executive
shall continue to be indemnified under Company's Certificate of Incorporation
and Bylaws at least to the same extent as prior to the Date of Termination or
any earlier Change of Control, whichever is greater, and Executive shall
continue to be covered by the directors' and officers' liability insurance, the
fiduciary liability insurance and the professional liability insurance policies
that are the same as, or shall be provided coverage at least equivalent to,
those Company carried prior to the Date of Termination or any earlier Change of
Control, whichever is greater.
(c) If all or any portion of the amounts payable to Executive or his
Estate under this Agreement or otherwise are subject to the excise tax imposed
by Section 4999 of the Code (or similar state tax and/or assessment), Company
shall pay to Executive an amount necessary to place Executive in the same
after-tax position as Executive would have been in had no such excise tax been
imposed. The amount payable pursuant to the preceding sentence shall be
increased to the extent necessary to pay income and excise taxes due on such
amount. The determination of the amount of any such additional amount shall
initially be made by the independent accounting firm then employed by Company.
If at a later date it is determined (pursuant to final regulations or published
rulings of the IRS, final judgment of a court of
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001