AMD 2002 Annual Report Download - page 106

entitled to the benefits provided in Section 5 hereof upon the actual termination by the Company or “Constructive Termination” of your employment within two
years after such Change of Control, unless such termination is by the Company for Cause.
(a) Constructive Termination. For purposes of this Agreement, “Constructive Termination” shall mean a resignation by you due to any diminution or
adverse change in the circumstances of your employment as determined in good faith by you, including, without limitation, your reporting relationships,
job description, duties, responsibilities, compensation, perquisites, office or location of employment.
(b) Cause. For the purposes of this Agreement, the Company shall have a “Cause” to terminate your employment if you are determined by a court of
law or pursuant to arbitration under Section 14 to have committed a willful act of embezzlement, fraud or dishonesty which resulted in material loss,
material damage or material injury to the Company. In such an event, you shall have no rights under this Agreement.
(c) Notice of Termination. Any termination of your employment by the Company or by you for any reason whatsoever during the term of this
Agreement shall be communicated by written notice of termination to the other party hereto (“Notice of Termination”).
(d) Date of Termination. “Date of Termination” shall mean a date which is within two years after a Change of Control and is either (1) the date
specified in the Notice of Termination, if your employment is terminated by you during the term hereof: or (2) the date on which a Notice of Termination
is given, if your employment is terminated for any other reason.
5. Benefits Upon Termination Following a Change Of Control.
(a) Amount of Benefits. The Company shall provide to you as soon as practicable, but not more than ten business days following the Date of
Termination subsequent to a Change of Control of the Company, each of the following benefits:
(1) Severance Benefit. The Company shall pay you a lump sum severance benefit, which shall equal the sum of (A) one year of Base
Compensation, plus (B) the average of the two highest annual bonuses paid to you during the last five full calendar years immediately prior to the
Change of Control. For purposes of this Section 5(a)(1), “Base Compensation” means your rate of annual salary, as in effect for the twelve-month
period ending on the date six months prior to the Change of Control or on the Date of Termination, whichever is higher. Base Compensation does
not include elements such as bonuses, reimbursement of interest paid on guaranteed loans, auto allowances, nor any income from equity based
compensation, such as may result from the exercise of stock options or stock appreciation rights, or the receipt of restricted stock awards or the lapse
of restrictions on such awards. If you were employed by the Company and/or any of its subsidiaries for less than one full calendar year immediately
preceding the Change of
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003