AMD 2001 Annual Report Download - page 192

Mr. Hector Ruiz
January 31, 2002
Page 15
assessment), AMD shall pay to you an amount necessary to place you in the same
after-tax position as you would have been in had no such excise tax been
imposed. The amount payable pursuant to the preceding sentence shall be
increased to the extent necessary to pay income and excise taxes due on such
amount. The determination of the amount of any such tax indemnity shall be made
by the independent accounting firm employed by AMD immediately prior to the
Change in Control.
11. Indemnification Agreement. In the event you are made, or threatened to
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be made, a party to any legal action or proceeding, whether civil or criminal or
administrative, by reason of the fact that you are or were a director or officer
of AMD or serve or served any other corporation fifty percent (50%) or more
owned or controlled by AMD in any capacity at AMD's request, you shall be
indemnified by AMD, and AMD shall pay your related expenses when and as
incurred, all to the full extent permitted by law. Any termination of your
employment or this Agreement shall have no effect on the continuing operation of
this Section 11.
12. No Solicitation. During the term of your employment with AMD and for
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one (1) year thereafter, you will not, on behalf of yourself or any third party,
solicit or attempt to induce any employee of AMD to terminate his or her
employment with AMD.
13. Mandatory Arbitration. Subject to the provisions of this Section 13,
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any controversy or claim between you and AMD arising out of or relating to or
concerning this Agreement or any aspect of your employment with AMD or the
termination of that employment will be finally settled by arbitration in San
Jose, California by Judicial Arbitration and Mediation Services ("JAMS") under
the then existing JAMS rules rather than by litigation in court, trial by jury,
administrative proceeding or in any other forum. AMD shall pay all of the fees,
if any, and expenses (other than legal fees, except as provided in Section 14)
of such arbitration, incurred in connection with the arbitration regardless of
the final outcome of such arbitration. The parties will be entitled to
reasonable discovery of essential matters of determination by the arbitrator. In
the arbitration, the parties will be entitled to all remedies that would have
been available if the matter were litigated in a court of law.
14. Miscellaneous.
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(a) Captions and Amendments. The captions of this Agreement are not part of
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the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) Authority to Enter into Agreement. AMD represents that its Chairman of
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the Compensation Committee has due authority to execute and deliver this
Agreement on behalf of AMD.
(c) Absence of Conflicts. You represent that upon the Commencement Date
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your performance of your duties under this Agreement will not breach any other
agreement as to which you are a party.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002