AMD 2001 Annual Report Download - page 193

Mr. Hector Ruiz
January 31, 2002
Page 16
(d) Costs. AMD will pay or reimburse (i) all legal fees and expenses
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incurred by you (A) in contesting or disputing any termination of employment by
AMD or in seeking to obtain or enforce any right or benefit provided by this
Agreement on or after a Change in Control (you shall have no obligation to repay
any such legal fees or expenses regardless of the outcome of any contest or
dispute), or (B) in connection with any tax audit or proceeding to the extent
attributable to the application of Section 4999 of the Code to any payment or
benefit provided hereunder and (ii) all legal fees and expenses incurred by you
in contesting or disputing any termination of employment by AMD prior to a
Change in Control or in seeking to obtain or enforce any right or benefit under
this Agreement prior to a Change in Control, in each case provided you
substantially prevail on your claims.
(e) Successors. This Agreement is binding on and may be enforced by AMD
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and its successors and assigns and is binding on and may be enforced by you and
your heirs and legal representatives. Any successor to AMD or substantially all
of its business (whether by purchase, merger, consolidation or otherwise) will
in advance assume in writing and be bound by all of AMD's obligations under this
Agreement. As used in this Agreement, "AMD" shall mean AMD as hereinbefore
defined and any successor to its business and/or assets as aforesaid.
(f) Notices. All notices and other communications hereunder shall be in
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writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to you:
at your current primary residential
address as shown on the records of AMD
If to AMD:
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088
Telecopy Number: [phone]
Attention: Stanley Winvick
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(g) Entire Agreement. This Agreement, including the attached Exhibits,
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supercedes the Amended and Restated Employment Agreement, effective as of
January 13, 2000, between AMD and you, a copy of which is attached hereto as
Exhibit C (the "Supplemental Agreement") and represents the entire agreement
between us concerning the subject matter of your employment by AMD; provided
that Section 5 of the Supplemental Agreement shall not be superceded or replaced
by this Agreement and shall continue to be of full force and effect and governed
by the terms of the Supplemental Agreement; and provided further
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002