AMD 2000 Annual Report Download - page 77

20. No Attachment
Except as required by law or with the consent of Company or by laws of
descent and distribution or permitted designation, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
21. Assignment
Company will require any successor (whether direct or indirect, by
operation of law, by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of Company) to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Company would be required to perform it if no such succession had taken
place. Failure of Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall at Executive's election be deemed a
material breach of this Agreement and shall entitle the Executive to
compensation from Company in an amount equal to the greater of (A) the same
amount on the same terms as the Executive would be entitled under Section 15 and
Section 16 hereof upon a termination without good cause by Company, or (B) the
benefits hereunder upon a Change of Control, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be the Date of Termination. As used in this Agreement,
"Company" shall mean Company as defined above and, unless the context otherwise
requires, any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.
22. Waiver
No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.
23. Notice
For the purposes of this Agreement and the Prior Employment Agreement,
notices and all other communications provided for in this Agreement or the Prior
Employment Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered and acknowledged or delivered by United States
registered mail, return receipt requested, addressed to the Executive at 10659
Bellagio Road, Los Angeles, California 90077, with a copy to Diana L. Walker,
O'Melveny & Myers LLP, 400 South Hope Street, Los Angeles, California 90071-
2899 in the case of Executive, and in the case of Company, to the attention of
the Chairman of the Compensation Committee of the Board of Directors with copies
to the Chief Financial Officer and the Secretary of Company at the principal
executive offices of Company,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001