AMD 2007 Annual Report Download - page 205

affects Grandfathered Benefits at any time and may from time to time, in their discretion, amend, in whole or in part, any or all of the provisions of
the Plan relating to Grandfathered Benefits; provided, however, that any amendments to the Plan that do not have a significant cost impact on the
Company, whether or not retroactive, may be made by the Committee; and provided, further, that no amendment may be made that would reduce a
Participant’s Vested Interest in the amounts credited to his Individual Accounts as of the date of adoption of such amendment. The Directors have
the absolute and unconditional right to terminate the Plan solely with respect to Grandfathered Benefits at any time on behalf of the Company and
each participating Employer. In the event that the Plan is so terminated, notwithstanding any other form of benefit elected by the Participant, the
balance of each Participant’s Grandfathered Benefits shall be paid to such Participant or his designated beneficiary in the manner selected by the
Committee in its discretion (notwithstanding any other form of benefit elected by such Participant), which may include the payment of a single lump
sum cash payment within thirty (30) days, in full satisfaction of all of such Participant’s or beneficiary’s benefits hereunder.
(b) Amendment and Termination with Respect to 409A Benefits. The Company, acting through the Directors, shall have the absolute and unconditional
right to amend the portion of the Plan that affects 409A Benefits at any time and may from time to time, in their discretion, amend, in whole or in
part, any or all of the provisions of the Plan relating to 409A Benefits; provided, however, that such amendments shall not violate the requirements
of Code Section 409A. In addition, the Company, acting through the Directors, may terminate the portion of the Plan that is subject to Code
Section 409A upon occurrence of any one of the following events:
(1) Within twelve (12) months of the Company’s dissolution, taxed under Code Section 331 or with the approval of a bankruptcy court pursuant
to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross income in the
latest of:
A. The calendar year in which Plan termination occurs;
B. The calendar year in which such amounts are no longer subject to a substantial risk of forfeiture; or
C. The first calendar year in which payment of such amounts is administratively practicable.
(2) Within the thirty (30) days preceding or the twelve (12) months following a Change of Control (within the meaning of Code Section 409A
and related guidance issued thereunder), provided all substantially similar arrangements sponsored by the Company are also terminated, so
that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation
deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.
- 24-
Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008