AMD 2002 Annual Report Download - page 107

Control, your “highest annual bonus” will be determined by annualizing the
bonus earned during your period of employment.
(2) Equity Compensation. All unvested stock options, stock appreciation rights and restricted stock awards held by you at the time of your Date
of Termination shall be deemed fully vested and exercisable as such Date of Termination, provided, that if any such option, right or award would, as
a result of such early exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then such option, right or award shall be
fully vested but shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from
Section 16 of the Exchange Act. All vested options held by you, including those deemed fully vested as of the Date of Termination shall become
automatically exercisable for a period of one (1) year from the Date of Termination; provided, however, in no event shall any option remain
exercisable beyond the maximum period allowed therefor in the stock option plan under which it was granted. This agreement shall serve as an
amendment to all of your outstanding stock options, restricted stock awards and stock appreciation rights as of the Date of Termination.
(3) Accrued Bonus. The Company shall pay you an amount equal to the pro rata amount of the annual bonus accrued under the Company’s
Executive Bonus Plan for the portion of the year to the Date of Termination.
(4) Company Car. The Company shall allow you the continued use of the Company automobile, on the same terms, which existed prior to the
Change of Control, for twelve (12) months following the Date of Termination.
(5) Financial and Tax Planning. The Company shall provide you with continued personal financial planning and tax planning services up to
$3,000 for twelve (12) months following the Date of Termination.
(6) Other Benefits. The Company shall provide for a period of twelve (12) months following the Date of Termination, health and welfare
benefits at least comparable to those benefits in effect on your Date of Termination, including but not limited to medical, dental, disability,
dependent care, and life insurance coverage. At the Company’s election, health benefits may be provided by reimbursing you for the cost of
converting a group policy to individual coverage, or for the cost of extended COBRA coverage. The Company shall also pay you an amount
calculated to pay any income taxes due as a result of the payment by the Company on your behalf for such health benefits. Such tax payment shall
be calculated to place you in the same after-tax position as if no such income had been imposed.
(b) Other Benefits Payable. The benefits described in subsection (a) above shall be payable in addition to, and not in lieu of, all other accrued or vested
or earned but deferred compensation, rights, options or other benefits which may be owed to you following termination of your employment, irrespective
of whether your termination was preceded by a Change of
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003