AMD 2002 Annual Report Download - page 104

Exhibit 10.21
ADVANCED MICRO DEVICES, INC.
Management Agreement
Dear :
Advanced Micro Devices, Inc. (the “Company”) considers the establishment and maintenance of a sound and vital management to be essential to
protecting and enhancing the best interests of the Company and its stockholders. The Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change of control may exist and that the uncertainty and questions, which such possibility may raise among management, may
result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, it is imperative to be able to
rely upon management’s continuance and that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of
the Company’s management, including you, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the
possibility of a change of control of the Company.
In order to induce you to remain in the employ of the Company under such circumstances, this letter agreement sets forth the benefits which the Company
agrees will be provided to you in the event there is a “Change of Control” of the Company under the circumstances described below. (“Change of Control” is
defined in Section 1.) In addition, the Company is also willing to agree to provide you the benefits described herein in consideration of your agreement to the
arbitration provisions set forth in Section 13 hereof.
1. Change of Control. For purposes of this Agreement, a “Change of Control” shall mean a change of control of a nature which would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A 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 the Company’s shares are listed which
requires the reporting of a change of control. In addition, a Change of 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 the Company representing more than
20% of the combined voting power of the Company’s then outstanding securities; or (ii) in any two year period, individuals who were members of the Board of
Directors (the “Board”) 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, or (iii) 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 of Control.
Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003