AMD 2001 Annual Report Download - page 183

Mr. Hector Ruiz
January 31, 2002
Page 6
you for such state income taxes. In addition, AMD shall pay you an amount
necessary to reimburse you for any federal and state income taxes payable with
respect to such reimbursement pursuant to this Section 7(d), such that you will
be in the same after-tax position as if no such state taxes had been imposed. In
no event will the total payments under this Section 7(d) for any year exceed
$400,000 ($800,000 in the event payments are made or benefits are provided
pursuant to Sections 10(a) or 10(e)). If such total payments are less than
$400,000 ($800,000 in the event payments are made or benefits are provided
pursuant to Sections 10(a) or 10(e)) in any year, such excess shall be carried
over (on a "first-in, first-out" basis) and added to the tax reimbursements (if
any) determined for any of the next three (3) years, whether or not any one or
more of such years ends before or after the end of the Employment Period;
provided such payments, or portion thereof, do not cause the tax reimbursement
payable in any year to exceed $400,000 ($800,000 in the event payments are made
or benefits are provided pursuant to Sections 10(a) or 10(e)) in that year; and
further provided that such carried over amounts shall be made available only in
connection with income attributable to payments or benefits under this Agreement
and the exercise of any option granted by AMD. The benefit provided pursuant to
this Section 7(d) is herein referred to as the "California Tax Payment."
8. Employment and Termination. Your employment with AMD will be at-will
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and may be terminated by you or by AMD at any time for any reason as follows:
(a) You may terminate your employment at any time for Good Reason
(as defined below) and AMD may terminate your employment by providing a timely
Notice of Non-Renewal (an "Involuntary Termination");
(b) You may terminate your employment at any time in your discretion
without Good Reason ("Voluntary Termination");
(c) AMD may terminate your employment for "Cause" (as defined below)
("Termination for Cause");
(d) AMD may terminate your employment without Cause ("Termination
without Cause");
(e) Your employment will terminate upon your Disability (as defined
below) and will automatically terminate upon your death ("Termination for Death
or Disability"); or
(f) You may terminate your employment at any time after your
sixty-fifth (65th) birthday, and AMD may terminate your employment by providing
a Notice of Non-Renewal which would result in the Employment Period ending after
your sixty-fifth (65th) birthday ("Retirement").
(g) Notice of Termination. Any termination by AMD or by you shall be
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communicated by Notice of Termination to the other party given in accordance
with Section 14(f). For purposes of this Agreement, a "Notice of Termination"
means (x) a Notice of Non-Renewal or (y) a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment under the
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002