AMD 2001 Annual Report Download - page 182

Mr. Hector Ruiz
January 31, 2002
Page 5
(ii) in the case of an Involuntary Termination or a
Termination without Cause prior to a Change in Control, two (2)
years.
(i) If there is any change in the Common Stock of AMD by reason of
any stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of shares, or any
other similar corporate event or reorganization, however structured, then the
number of shares subject to your options, the exercise price of your options and
the Stock Price Targets for the Performance Accelerated Options shall be
equitably and appropriately adjusted by the Compensation Committee of AMD to
effectuate the intent of this Section 5. Notice of any adjustment shall be given
by AMD to you.
(j) Notwithstanding any other provision of this Section 5 to the
contrary, upon an Involuntary Termination, a Termination without Cause, a
Termination for Death or Disability or Retirement, all or a portion of any
unvested options awarded to you shall immediately vest as provided in Section 10
below.
(k) AMD shall register the shares issuable under the option on a
Form S-8 registration statement and shall keep such registration statement in
effect for the entire period the options remain outstanding.
6. Vacation: You will be eligible for four (4) weeks of paid vacation
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annually.
7. Other Employee Benefits.
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(a) During the period of any service hereunder, you shall also be
entitled to receive all other benefits and perquisites which are, and which may
be in the future, generally available to members of AMD's senior management,
including without limitation, the group health, disability, and life insurance
benefits and participation in any AMD profit sharing, retirement or pension
plan, and any other benefits generally available to executive officers of AMD.
You shall be permitted use of a leased airplane consistent with AMD policy for
business purposes and an allowance for use of automobiles as provided from time
to time by action of the Board of Directors.
(b) AMD will provide up to $17,500 per year for commuting expenses
for your spouse from Austin, Texas to Sunnyvale, California.
(c) AMD shall reimburse you up to $25,000 each year for out-of-
pocket expenses incurred by you for estate planning, financial planning, tax
planning and tax return preparation. If such expenses are less than $25,000 in
any year, the unused amounts shall cumulate and be available to you in any year
thereafter, through the end of the year in which the Employment Period ends.
(d) If and to the extent that you are required to pay state income
taxes to the State of California, in connection with income attributable to
payments or benefits under this Agreement and the exercise of any option granted
by AMD, no later than March 31st of each year during the Employment Period, AMD
shall pay to you an amount necessary to reimburse
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002