AMD 2001 Annual Report Download - page 185

Mr. Hector Ruiz
January 31, 2002
Page 8
(v) any termination by AMD of your employment
otherwise than as expressly permitted pursuant to
Section 8 of this Agreement;
(vi) the delivery of a Notice of Non-Renewal by AMD
which would result in the Employment Period ending prior
to your sixty-fifth (65th) birthday;
(vii) any requirement that you be based, without your
consent, anywhere more than fifty (50) miles from
Sunnyvale, California;
(viii) the occurrence of a Change in Control (as defined
below); or
(ix) any failure by AMD to comply with and satisfy
Section 14(e).
If you do not deliver to AMD a Notice of Termination within
sixty (60) days (one hundred eighty (180) days on or following
a Change in Control) after you have knowledge that an event
constituting Good Reason has occurred, the event will no
longer constitute Good Reason.
(b) "Cause" means the termination of your employment by AMD
for repeated failure to perform assigned duties (other than by reason of your
Disability) after being notified in writing of such failure with an opportunity
to correct, or if you are determined by a court of law or pursuant to Section 13
below to have committed or participated in a willful act of embezzlement, fraud
or dishonesty which resulted in material loss, material damage or material
injury to AMD. For purposes of this provision, no act or failure to act, on your
part, shall be considered "willful" unless it is done, or omitted to be done, by
you in bad faith or without reasonable belief that your action or omission was
in the best interests of AMD. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer (while you do not serve as such) or
based upon the advice of counsel for AMD shall be conclusively presumed to be
done, or omitted to be done, by you in good faith and in the best interests of
AMD. The cessation of your employment shall not be deemed to be for Cause unless
and until (i) there shall have been delivered to you a copy of a resolution duly
adopted by the Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to you and you are given an opportunity to
be heard by the Board), finding that, in the good faith opinion of the Board,
you are guilty of the conduct described above, and specifying the particulars
thereof in detail; provided, however, that on or following a Change in Control,
any such resolution must be adopted by the affirmative vote of not less than
seventy-five percent (75%) of the entire membership of the Board (excluding you)
and (ii) if you contest such finding, the arbitrators by final determination in
an arbitration proceeding pursuant to Section 13 hereof have concluded that your
conduct met the standard for termination for Cause above and that the Board's
conduct met the standards of good faith and satisfied the procedural and
substantive conditions of this Section 9(b). If AMD does not deliver to you a
Notice of Termination within sixty (60) days after the Board has knowledge that
an event constituting Cause has occurred, the event will no longer constitute
Cause.
(c) "Change in Control" means a change in control of a nature
which would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002