AMD 2001 Annual Report Download - page 179

Mr. Hector Ruiz
January 31, 2002
Page 2
serve to limit or reduce any other obligation to you under this Agreement.
Annual Base Salary shall not be reduced at any time (including after any such
increase), other than as part of an across-the-board salary reduction applicable
to other senior officers of AMD. The term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as adjusted from time to time.
4. Bonus.
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(a) You will receive an annual bonus ("Annual Bonus") under AMD's 1996
Executive Incentive Plan or any other successor plan in an amount equal to
four-tenths of one percent (0.4%) of Adjusted Operating Profits of AMD in excess
of twenty percent (20%) of the Adjusted Operating Profits of AMD for AMD's
immediately preceding fiscal year. The Annual Bonus shall be paid immediately
upon release by AMD of its operational results for the last quarter of each
fiscal year unless you and AMD shall have previously agreed to a deferred
payment. The amount payable under this Section 4 shall not be subject to the
further discretion of AMD's Compensation Committee and shall not be reduced
except as specifically provided in Section 4(b) or as otherwise agreed to by
you. For purposes of this Agreement, "Adjusted Operating Profits" of AMD shall
be deemed to constitute operating income, as reported on AMD's financial
statements, increased for any pre-tax operating income and decreased for any
pre-tax operating loss from the Fujitsu joint venture (and any other joint
ventures approved by you and the Board for these purposes) and increased by any
expenses accrued for cash profit sharing and contributions to the deferred
profit sharing account under AMD's Retirement Savings and Deferred Profit
Sharing Plan, bonuses under AMD's 1996 Executive Incentive Plan, special bonuses
to the Chairman of the Board and other participating corporate officers of AMD,
and bonuses provided for in this Section 4.
(b) The maximum bonus initially payable to you under Section 4(a)
above in each fiscal year shall not be greater than $5,000,000. The amount of
the bonus which exceeds the maximum bonus payable in any one fiscal year, if any
(the "Excess Bonus") shall be carried over (on a "first-in, first-out" basis)
and added to the Annual Bonus (if any) determined for any of the next three (3)
fiscal years, whether or not any one or more of such fiscal years ends before or
after the end of the Employment Period; provided the Excess Bonus, or portion
thereof, does not cause the Annual Bonus payable in any fiscal year to exceed
$5,000,000 or any higher maximum bonus payable in that year.
(c) In addition to the bonus payable in each fiscal year under Section
4(a), you shall be eligible to receive an additional bonus (the "Additional
Bonus") in an amount determined by AMD's Compensation Committee in its
discretion. In determining the amount of such additional bonus, the Compensation
Committee shall consider, among other things, your contribution to the
accomplishment of AMD's long-range business goals, the success of various
corporate strategies in which you participated in reaching those goals, and your
unique services in connection with the maintenance or increase in stockholder
value of AMD.
(d) If there shall be a combination of AMD with another company or a
reorganization or capital restructuring of AMD, or any other occurrence similar
to any of the foregoing, and as a result thereof the amount or value of the
bonuses payable pursuant to the
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002