AMD 2001 Annual Report Download - page 189

Mr. Hector Ruiz
January 31, 2002
Page 12
Termination and you shall continue to be covered by the
directors' and officers' liability insurance, the fiduciary
liability insurance and the professional liability insurance
policies that are the same as, or shall be provided coverage at
least equivalent to, those carried prior to the Date of
Termination (the "Indemnification Benefit").
(b) Termination for Death or Disability. In the event of a
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Termination for death (other than your accidental death after you have provided
a Notice of Termination for an Involuntary Termination) or Disability prior to
your having provided a Notice of Termination, this Agreement shall terminate
without further obligations to you other than to pay and provide you (or your
estate or surviving spouse, as the case may be) with (i) the Accrued
Obligations, (ii) the accrued Retirement Benefit, (iii) the Medical Benefits for
your life and the life of your spouse, (iv) the Other Benefits, (v) the
Relocation Benefit, (vi) the California Tax Payment pursuant to Section 7(d) and
(vii) the Indemnification Benefit. In addition, all of your AMD options that
would have become vested within twenty four (24) months of your Date of
Termination and that are (A) granted pursuant to this Agreement or (B) that were
granted to you either (x) after the Effective Date or (y) prior to the Effective
Date with an exercise price on the Effective Date equal to or greater than the
fair market value of AMD's Common Stock on the Effective Date shall vest and be
fully exercisable. All restrictions on any AMD awards granted to you after the
Effective Date shall immediately lapse and such awards shall become
nonforfeitable.
(c) Voluntary Termination. In the event of a Voluntary Termination,
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this Agreement shall terminate without further obligations to you other than to
pay and provide you with (i) your Annual Base Salary to the extent unpaid, (ii)
any Excess Bonus, (iii) the accrued Retirement Benefit, (iv) the Other Benefits
and (v) the Indemnification Benefit.
(d) Termination for Cause. In the event of a Termination for Cause,
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this Agreement shall terminate without further obligations to you other than the
obligation to pay and provide you with (i) your Annual Base Salary to the extent
unpaid and (ii) the Other Benefits.
(e) Termination without Cause or Involuntary Termination on or
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following a Change in Control. In the event of a Termination without Cause or an
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Involuntary Termination (or your termination on account of your accidental death
after you have provided a Notice of Termination for an Involuntary Termination),
(i) within twelve (12) months after a Change in Control or (ii) prior to a
Change in Control and you reasonably demonstrate that such termination (or event
that constitutes Good Reason) was at the request of a third party who had
indicated an intention or taken steps reasonably calculated to effect a Change
in Control,
(i) AMD shall pay to you in a lump sum within thirty (30) days
after the Date of Termination:
(A) the amount equal to (x) the product of three (3)
multiplied by your Annual Base Salary plus (y) the
Recent Annual Bonus;
(B) the Accrued Obligations;
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002