AMD 2002 Annual Report Download - page 105

Notwithstanding the foregoing definition, “Change of Control” for purposes of this Agreement, shall exclude the acquisition of securities representing
more than 20% of the combined voting power of the Company by the Company, any of its wholly owned subsidiaries, or any trustee or other fiduciary holding
securities of the Company under an employee benefit plan now or hereafter established by the Company. As used herein, the term “beneficial owner” shall have
the same meaning as under Section 13(d) of the Exchange Act, and related case law.
2. Term. This Agreement shall become effective immediately on the delivery of fully executed copies to both parties, and shall continue until canceled
pursuant to the notice of either party. Either party hereto may provide written notice to the other of cancellation of this Agreement, to take effect on the date
specified in such notice, but in no event shall such cancellation take effect less than two years from the date on which notice is given. Such notice shall be
furnished in accordance with Section 10 of this Agreement.
3. Tax Indemnity.
(a) If all or any portion of the amounts payable to you on your behalf under this Agreement or otherwise are subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (or similar state tax and/or assessment), the Company 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 initially be made by the independent accounting firm employed by the Company immediately prior to the Change of Control.
(b) If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or
otherwise) that the amount of excise taxes payable by you is greater than the amount initially so determined, then the Company (or its successor) shall pay
you an amount equal to the sum of (1) such additional excise taxes (2) any interest, fines and penalties resulting from such underpayment, plus (3) and
amount necessary to reimburse you for any income, excise or other taxes payable by you with respect to the amounts specified in (1) and (2) above, and
the reimbursement provided by this clause (3). If at a later date it is determined (pursuant to final regulations or published rulings of the IRS, final
judgment of a court of competent jurisdiction or otherwise) that the amount of excise taxes payable by you is lesser than the amount initially so
determined, then you shall pay to the Company (or its successor) an amount equal to such overpayment to the extent such is refunded to you.
(c) By signing this agreement, you and the Company both agree to cooperate with the person(s) calculating the amount of the tax indemnity, and will
provide copies of whatever tax returns and other documents may be necessary to perform the calculation.
4. Termination of Employment Following Change of Control. If any of the events described in Section 1 hereof constituting a Change of Control
shall have occurred, you shall be
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003