AMD 2007 Annual Report Download - page 175

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 unit 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 Control, your “highest annual bonus” will
be determined by annualizing the bonus earned during your period of employment as determined by the Company.
(2) Equity Compensation. All unvested stock options, stock appreciation rights, restricted stock unit and restricted stock awards held by you at the
time of your Date of Termination shall be deemed fully vested and exercisable at such Date of Termination, as applicable. 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 or
agreement under which it was granted, whichever is shorter. This agreement shall serve as an amendment to all of your outstanding stock options,
restricted stock unit awards, restricted stock awards, stock appreciation rights and similar equity compensation awards as of the date hereof.
(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 reimburse you or pay directly for personal financial planning and tax planning services up to
$4,000 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 COBRA premiums for the shorter of twelve (12) months or the applicable COBRA continuation period. 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 and shall be paid to you no later than the
end of the calendar year following the calendar year in which such related taxes are remitted to the appropriate tax authorities.
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Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008