AMD 2007 Annual Report Download - page 174

(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.
(d) Notwithstanding anything herein to the contrary, any payment required to be made under this Section shall be made no later than the end of the
calendar year following the calendar year within which the taxes giving rise to such payment obligation are remitted to the appropriate tax authorities.
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 entitled to the benefits provided in Section 5 hereof upon the actual termination by the Company without Cause or “Constructive
Termination” of your employment that is a “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i)) within two years after such Change
of Control (a “Change of Control Termination”), 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 the date specified in the Notice of Termination of your Change of Control Termination.
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 (subject to Section 6, below)
following a Change of Control Termination each of the following benefits:
(1) Severance Benefit. The Company shall pay you a lump sum severance benefit which shall equal three times the sum of (A) your Base
Compensation (as defined below), 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
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Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008