AMD 2001 Annual Report Download - page 186

Mr. Hector Ruiz
January 31, 2002
Page 9
promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act") or in response to any other form or report to the Securities and Exchange
Commission or any stock exchange on which AMD's shares are listed which requires
the reporting of a change of control. In addition, a Change in Control shall be
deemed to have occurred if (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner,
directly or indirectly, of securities of AMD (not including in the securities
beneficially owned by any person, any securities acquired directly from AMD or
any of its affiliates), representing more than 20% of the combined voting power
of AMD's then outstanding securities; or (ii) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial
owner, directly or indirectly, of securities of AMD representing more than 35%
of the combined voting power of AMD's then outstanding securities; or (iii) in
any two-year period without your consent, individuals who were members of AMD's
Board of Directors at the beginning of such period plus each new director whose
election or nomination for election was approved by at least two-thirds of the
directors in office immediately prior to such election or nomination, cease for
any reason to constitute at least a majority of the Board; (iv) there is
consummated a merger or consolidation of AMD with or into any other entity,
other than a merger or consolidation which would result in the holders of the
voting securities of AMD outstanding immediately prior thereto holding
securities which represent immediately after such merger or consolidation more
than 50% of the combined voting power of the voting securities of either AMD or
the other entity which survives such merger or consolidation; (v) the
stockholders of AMD approve a plan of complete liquidation of AMD or there is
consummated the sale or disposition by AMD of all or substantially all of AMD's
assets, other than a sale or disposition by AMD of all or substantially all of
AMD's assets to an entity at least 65% of the combined voting power of the
voting securities of which are owned by persons in substantially the same
proportions as their ownership of AMD immediately prior to such sale; or (vi) a
majority of the members of the Board in office prior to the happening of any
event and who are still in office after such event, determines in its sole
discretion within one year after such event, that as a result of such event
there has been a Change in Control.
(d) "Disability" means your absence from your duties with AMD on a
full-time basis for 180 days during any consecutive twelve-month period as a
result of incapacity due to mental or physical illness as determined by a
physician selected by AMD and acceptable to you or by the company which
administers AMD's long-term disability plan in which you are eligible to
participate. If AMD determines in good faith that your Disability has occurred
during the Employment Period, it may give you written notice in accordance with
Section 8(g) of this Agreement of its intention to terminate your employment. In
such event, your employment shall terminate effective on the thirtieth (30th)
day after your receipt of such notice (the "Disability Effective Date"), unless,
within the thirty (30) days after such receipt, you shall have been cleared by
the physician to return to work and have returned to full-time performance of
your duties.
10. Separation Benefits.
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(a) Termination Without Cause or Involuntary Termination Prior to a
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Change in Control. In the event of a Termination without Cause or an Involuntary
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Termination or your
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002