AMD 2002 Annual Report Download - page 108

Control, including but not limited to accrued vacation or sick pay, amounts or
benefits payable under any employment agreement or any bonus or other
compensation plans, stock option plan, stock ownership plan, stock purchase plan,
life insurance plan, health plan, disability plan or similar plan.
6. Payment Obligations Absolute. The Company’s obligation to pay the benefits described herein shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any of its
subsidiaries may have against you or anyone else. In the event of any dispute concerning your right to payment, the Company shall nevertheless continue to pay
to you your Base Compensation (as such term is defined in Section 5) until the dispute is resolved. Any such amounts paid following your termination of
employment shall be credited against the amounts otherwise due to you under this Agreement or, in the event the Company prevails, shall be repaid to the
Company.
7. Legal Fees. The Company shall also pay forthwith upon written demand from you all legal fees and expenses reasonably incurred by you in seeking
to obtain or enforce any right or benefit provided by this Agreement. In the event you do not prevail in any ensuing arbitration or litigation, the Company shall
absorb its own costs, expenses, and attorneys’ fees, and you shall reimburse the Company for one-half of your costs, expenses, and attorneys’ fees.
8. Mitigation. You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement be reduced or offset in any way whatsoever by any amount received by you for
any reason whatsoever from another employer or otherwise after the Date of Termination.
9. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and
on the same terms as you would be entitled hereunder if the Company had terminated your employment without Cause after a Change of Control, except
that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, “Company” shall mean the Company as hereinabove defined and any successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Section or which otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.
(b) This Agreement shall terminate upon your death except that if you should die while you are entitled to receive any amounts under this Agreement but
which are unpaid at your date
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003