1
EXHIBIT 10.30
ADVANCED MICRO DEVICES
EXECUTIVE SAVINGS PLAN
WHEREAS, ADVANCED MICRO DEVICES, INC. (the "Company")
desires to establish a deferred compensation plan to provide supplemental
retirement income benefits through deferrals of salary, commissions and
bonuses; and
WHEREAS, it is believed that the adoption of this plan
providing for deferred compensation at the election of each executive will be
in the best interests of the Company;
NOW, THEREFORE, it is hereby declared as follows:
ARTICLE I
TITLE AND DEFINITIONS
1.1 - Title.
This Plan shall be known as the Advanced Micro Devices
Executive Savings Plan.
1.2 - Definitions.
Whenever the following words and phrases are used in this
Plan, with the first letter capitalized, they shall have the meanings specified
below.
"Account" or "Accounts" shall mean a Participant's
Deferral Account and/or Company Matching Account.
"Beneficiary" means the person or persons, including a
trustee, personal representative or other fiduciary, last designated in writing
by a Participant and filed with the Committee in accordance with procedures
established by the Committee to receive the benefits specified hereunder in the
event of the Participant's death. If there is no valid Beneficiary designation
in effect, or if there is no surviving designated Beneficiary, then the
Participant's surviving spouse shall be the Beneficiary. If there is no
surviving spouse to receive any benefits payable in accordance with the
preceding sentence, the duly appointed and currently acting personal
representative of the Participant's estate (which shall include either the
Participant's probate estate or living trust) shall be the Beneficiary. In any
case where there is no such personal representative of the Participant's estate
duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed, but
not to exceed 180 days after the Participant's death), then Beneficiary shall
mean the person or persons who can verify by affidavit
2
or court order to the satisfaction of the Committee that they are legally
entitled to receive the benefits specified hereunder. In the event any amount
is payable under the Plan to a minor, payment shall not be made to the minor,
but instead be paid (a) to that person's living parent(s) to act as
custodian, (b) if that person's parents are then divorced, and one parent is
the sole custodial parent, to such custodial parent, or (c) if no parent of
that person is then living, to a custodian selected by the Committee to hold
the funds for the minor under the Uniform Transfers or Gifts to Minors Act in
effect in the jurisdiction in which the minor resides. If no parent is
living and the Committee decides not to select another custodian to hold the
funds for the minor, then payment shall be made to the duly appointed and curr
ently acting guardian of the estate for the minor or, if no guardian of the
estate for the minor is duly appointed and currently acting within 60 days
after the date the amount becomes payable, payment shall be deposited with
the court having jurisdiction over the estate of the minor.
"Board of Directors" or "Board" shall mean the Board of
Directors of the Company.
"Bonus" shall mean any incentive compensation, excluding
commissions, payable to a Participant in addition to the Participant's Salary.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the Retirement Savings Plan
Administrative Committee.
"Company" shall mean Advanced Micro Devices, any
successor corporation and each corporation which is a member of a controlled
group of corporations (within the meaning of Section 1563(a) of the Code,
determined without regard to Section 1563(a)(4) and (e)(3)(C) thereof and by
substituting the phrase "at least 50 percent" for the phrase "at least 80
percent" each time it appears in Section 1563(a)(1)) of which Advanced Micro
Devices is a component member.
"Company Matching Account" shall mean the bookkeeping
account maintained by the Committee for each Participant that is credited with
an amount equal to 50% of a Participant's Salary Deferrals (subject to certain
limitations) and interest pursuant to Section 4.2.
"Compensation" shall mean the Salary, commissions and
Bonus that the Participant is entitled to for services rendered to the Company.
2
3
"Deferral Account" shall mean the bookkeeping account
maintained by the Committee for each Participant that is credited with amounts
equal to (1) the portion of the Participant's Salary and/or commissions that he
elects to defer, (2) the portion of the Participant's Bonus that he elects to
defer, and (3) interest pursuant to Section 4.1.
"Effective Date" shall mean August 1, 1993.
"Election Date" shall mean December 15 or such earlier
date as is specified by the Committee and communicated to the Participant with
at least thirty (30) days advance notice.
"Eligible Employee" shall mean each employee of the
Company who is at or above the level of director.
"Fiscal Year" shall mean the fiscal year of the Company.
"Fund" or "Funds" shall mean one or more of the mutual
funds or contracts selected by the Committee pursuant to Section 3.2(b).
"Initial Election Period" for an Eligible Employee shall
mean the 30-day period following the later of July 31, 1993 or the date the
employee becomes an Eligible Employee.
"Interest Rate" shall mean, for each Fund, an amount
equal to the gross rate of gain or loss on the assets of such Fund during the
month (1) reduced by administrative and investment fees charged to investors in
such Fund during the month and (2) further reduced by one-twelfth (1/12th) of
one percentage point.
"Loan Account" shall mean the bookkeeping account
maintained by the Committee for each Participant who obtains a hardship loan
from the Committee in accordance with Article VII that is credited with (1) an
amount equal to the amount of the loan and (2) interest pursuant to Section
7.1(d).
"Participant" shall mean any Eligible Employee who
elects to defer Compensation in accordance with Section 3.1.
"Payment Eligibility Date" shall mean the first day of
the month following the end of the fiscal quarter following the fiscal quarter
in which a Participant terminates employment or dies.
"Plan" shall mean the Advanced Micro Devices Executive
Savings Plan set forth herein, now in effect, or as amended from time to time.
3
4
"Plan Year" shall mean the 12 consecutive month period
beginning on January 1 each year, except that the first Plan Year shall be a
short Plan Year beginning on August 1, 1993 and ending on December 31, 1993.
"Salary" shall mean the Participant's base pay.
"Tax Adjustment Factor" shall mean a number, determined
by the Committee, which is equal to one minus the sum of (1) the highest
marginal federal personal income tax rate then in effect and (2) the effective
highest marginal state income tax rate in the state in which the Participant
resides, net after the effect of the deduction for such state income tax for
the federal income purposes.
ARTICLE II
PARTICIPATION
2.1 Participation.
An Eligible Employee shall become a Participant in the
Plan by electing to defer all or a portion of his or her Compensation in
accordance with Section 3.1.
ARTICLE III
DEFERRAL ELECTIONS
3.1 - Elections to Defer Compensation.
(a) General Rule. The amount of Compensation
which an Eligible Employee may elect to defer is as follows:
(1) Any percentage of Salary up to
50%, provided that such Eligible Employee's Salary is not
reduced to an amount less than the Social Security wage
base for the plan year; plus
(2) Any percentage or dollar amount of
Bonus and commissions up to 100%.
(b) Initial Election. Each Eligible Employee may
elect to defer Compensation by filing with the Committee an election, on a form
provided by the Committee, no later than the last day of his or her Initial
Election Period. An election to defer Compensation during an Initial Election
Period shall be irrevocable and shall be effective with respect to Salary and
commissions earned during the first pay period beginning after the later of
August 1, 1993, or
4
5
the date of the election, and to each Bonus the amount of which first becomes
fixed and determinable after the date of the election.
(c) Elections other than Elections during the
Initial Election Period. Any Eligible Employee who fails to elect to defer
Compensation during his or her Initial Election Period may subsequently become
a Participant, and any Eligible Employee who has terminated a prior Salary,
commissions or Bonus deferral election may elect to again defer Salary,
commissions or Bonuses or any combination thereof, by filing an appropriate
election, on a form provided by the Committee, to defer Compensation. An
election to defer Salary and/or commissions must be filed on or before the
Election Date and will be effective for Salary and/or commissions earned during
pay periods beginning after the following December 25. An election to defer a
portion of each Bonus for a Fiscal Year must be filed on or before the Election
Date preceding the date the Bonus first becomes fixed and determinable.
(d) Duration of Salary Deferral Election. Any Salary
deferral election made under paragraph (b) or paragraph (c) of this Section 3.1
shall remain in effect, notwithstanding any change in the Participant's Salary,
until changed or terminated in accordance with the terms of this paragraph (d);
provided, however, that such election shall terminate for Salary or commissions
paid while the Participant is not an Eligible Employee. A Participant may
increase, decrease or terminate his or her Salary and/or commission deferral
election, effective for Salary and/or commissions earned during pay periods
beginning after any December 25, by filing a new election, in accordance with
the terms of this Section 3.1, with the Committee on or before the preceding
Election Date.
(e) Duration of Bonus Deferral Election. Any
Bonus deferral election made under paragraph (b) or paragraph (c) of this
Section 3.1 shall be irrevocable and shall apply only to the Bonus or Bonuses
payable with respect to services performed during the Fiscal Year for which the
election is made. For each subsequent Fiscal Year, an Eligible Employee may
make a new election to defer a percentage of each of his or her Bonuses for
that Fiscal Year. Such election shall be on forms provided by the Committee
and shall be made on or before the Election Date of the Fiscal Year preceding
the Fiscal Year in which the Bonus otherwise would be paid.
5
6
3.2 - Investment Elections.
(a) At the time of making the deferral elections
described in Section 3.1, the Participant shall designate, on a form provided
by the Committee, which of the types of mutual funds or contracts the
Participant's Accounts will be deemed to be invested in for purposes of
determining the amount of earnings to be credited to those Accounts. In making
the designation pursuant to this Section 3.2, the Participant may specify that
all or any 10% multiple of his or her Deferral Account or Company Matching
Account be deemed to be invested in one or more of the types of mutual funds or
contracts available. Effective as of the end of any calendar quarter, a
Participant may change the designation made under this Section 3.2 by filing an
election, on a form provided by the Committee, at least 30 days prior to the
end of such quarter. If a Participant fails to elect a type of fund under this
Section 3.2, he or she shall be deemed to have elected the Fund determined by
the Administrator to most closely approximate a money market fund.
(b) Although the Participant may designate the
type of mutual funds in paragraph (a) above, the Committee shall select from
time to time, in its sole discretion, a commercially available fund or contract
of each of the available types to be the Funds. The Interest Rate of each such
commercially available fund or contract shall be used to determine the amount
of earnings to be credited to Participants' Accounts under Article IV.
ARTICLE IV
PARTICIPANT ACCOUNTS
4.1 - Deferral Account.
The Committee shall establish and maintain a Deferral
Account for each Participant under the Plan. Each Participant's Deferral
Account shall be further divided into separate subaccounts ("mutual fund
subaccounts"), each of which corresponds to a mutual fund or contract elected
by the Participant pursuant to Section 3.2(a). A Participant's Deferral
Account shall be credited as follows:
(a) As of the last day of each month, the
Committee shall credit the mutual fund subaccounts of the
Participant's Deferral Account with an amount equal to Salary and/or
commissions deferred by the Participant during each pay period ending
in that month in accordance with the Participant's election under
Section 3.2(a); that is, the portion of the
6
7
Participant's deferred Salary that the Participant has elected to be
deemed to be invested in a certain type of mutual fund shall be
credited to the mutual fund subaccount corresponding to that mutual
fund;
(b) As of the last day of the month in which the
Bonus or partial Bonus would have been paid, the Committee shall
credit the mutual fund subaccounts of the Participant's Deferral
Account with an amount equal to the portion of the Bonus deferred by
the Participant for such Plan Year in accordance with the
Participant's election under Section 3.2(a); that is, the portion of
the Participant's deferred Bonus that the Participant has elected to
be deemed to be invested in a particular type of mutual fund shall be
credited to the mutual fund subaccount corresponding to that mutual
fund; and
(c) As of the last day of each month, each mutual
fund subaccount of a Participant's Deferral Account shall be credited
with earnings in an amount equal to that determined by multiplying
the balance credited to such mutual fund subaccount as of the last
day of the preceding month by the Interest Rate for the corresponding
Fund selected by the Company pursuant to Section 3.2(b).
4.2 - Company Matching Account.
The Committee shall establish and maintain a Company
Matching Account for each Participant under the Plan. Each Participant's
Company Matching Account shall be further divided into separate mutual fund
subaccounts corresponding to the type of mutual fund or contract elected by the
Participant pursuant to Section 3.2(a). A Participant's Company Matching
Account shall be credited as follows:
(a) As of the last day of each Plan Year, the
Committee shall credit the mutual fund subaccounts of the
Participant's Company Matching Account with an amount equal to 50% of
the amount of the Salary deferred by the Participant during each pay
period ending in that Plan Year (the "Company Matching Amount") in
accordance with the Participant's election under Section 3.2(a); that
is, the portion of the Company Matching Amount which the Participant
elected to be deemed to be invested in a certain type of mutual fund
shall be credited to the corresponding mutual fund subaccount.
Notwithstanding the foregoing, in no event shall the Company Matching
Amount for a Plan Year, when combined with the maximum Company
Matching Contribution which the Participant could have received under
the Advanced Micro Devices, Inc. Retirement Savings Plan
7
8
for the same year (assuming deferrals at the maximum permissible
rate), exceed 1.5% of the Participant's Salary during such Plan Year.
(b) As of the last day of each month, each mutual
fund subaccount of a Participant's Company Matching Account shall be credited
with earnings in an amount equal to that determined by multiplying the balance
credited to such mutual fund subaccount as of the last day of the preceding
month by the Interest Rate for the corresponding Fund selected by the Company
pursuant to Section 3.2(b).
ARTICLE V
VESTING
5.1 - Deferral Account.
A Participant's Deferral Account shall at all times be
100% vested.
5.2 - Company Matching Account.
A Participant's Company Matching Account shall at all
times be 100% vested.
ARTICLE VI
DISTRIBUTIONS
6.1 - Amount and Time of Distribution.
Each Participant (or, in the case of his or her death,
Beneficiary) shall be entitled to receive a distribution of benefits under this
Plan as soon as practicable following his or her Payment Eligibility Date. The
amount payable to a Participant shall be the sum of the amount credited to his
or her Deferral Account and Company Matching Account as of his or her Payment
Eligibility Date. No amount credited to a Participant's Loan Account
established under Article VII shall be distributed to the Participant, but such
amount shall instead be forfeited, as provided in paragraph 7.1(f).
6.2 - Form of Distribution.
The form of the distribution of benefits to a Participant
(or his or her Beneficiary) shall be a cash lump sum payment.
8
9
6.3 - Termination of Participation
The Company reserves the unilateral right to terminate a
Participant's participation at any time, and distribute all amounts due to such
Participant.
ARTICLE VII
PARTICIPANT LOANS
7.1 - Hardship Loans to Participants.
(a) Subject to the approval of the Committee and
guidelines promulgated by the Committee, each Participant may borrow from the
Company in order to meet a financial hardship to the Participant resulting from
(1) an illness or accident of the Participant or a dependent of the
Participant, (2) loss of the Participant's property due to casualty or (3)
other similar circumstances arising as a result of events beyond the control of
the Participant. Each loan made pursuant to this Section 7.1 shall be
evidenced by a note from the Participant on a form provided by the Committee.
Such note shall bear interest at a rate equal to that necessary to avoid
imputed interest under Sections 7872 and 1274(d) of the Code and have such
other terms as the Committee shall determine.
(b) The Committee may make a loan under this
Section 7.1 only if the amount of the loans outstanding does not exceed the
amount required to meet the immediate financial need created by such hardship
and does not exceed 65% of the combined balance of the Participant's Deferral
Account and Loan Account as of the first day of the month next following the
Committee's acceptance of the Participant's written application for a hardship
loan.
(c) The Committee shall, upon making a loan to a
Participant, establish and maintain a Loan Account for the Participant. The
Committee shall debit the mutual fund subaccounts maintained under the
Participant's Deferral Account on a pro-rata basis or on such other basis as
the Committee deems appropriate or desirable and shall credit the Participant's
Loan Account in an amount equal to the amount of the loan. The amount credited
to a Participant's Loan Account shall not be deemed to be invested as directed
by the Participant under Section 3.2(a) but shall be deemed to be invested in
the note given to the Company by the Participant under this Section 7.1.
(d) As of the last day of each month, the
Participant's Loan Account will be credited with interest for the period since
the last day of the preceding month,
9
10
calculated on the balance of the Loan Account as of such date, at the rate of
interest on the note as specified in paragraph (a) above.
(e) Upon any payment of principal and/or interest
on a loan made pursuant to this Section 7.1, the Committee shall debit the
Participant's Loan Account and shall credit the mutual fund subaccounts
maintained under the Participant's Deferral Account with the amount of such
payment on a pro-rata basis or on such other basis as the Committee deems
appropriate or desirable.
(f) Any outstanding balance in a Participant's
Loan Account on the Participant's Payment Eligibility Date shall be forfeited,
and the obligation to repay the hardship loan shall be cancelled.
ARTICLE VIII
ADMINISTRATION
8.1 - Committee Action.
The Committee shall act at meetings by affirmative vote
of a majority of the members of the Committee. Any action permitted to be
taken at a meeting may be taken without a meeting if, prior to such action, a
written consent to the action is signed by all members of the Committee and
such written consent is filed with the minutes of the proceedings of the
Committee. A member of the Committee shall not vote or act upon any matter
which relates solely to himself or herself as a Participant. The Chairman or
any other member or members of the Committee designated by the Chairman may
execute any certificate or other written direction on behalf of the Committee.
8.2 - Powers and Duties of the Committee.
(a) The Committee, on behalf of the Participants and
their Beneficiaries, shall enforce the Plan in accordance with its terms, shall
be charged with the general administration of the Plan, and shall have all
powers necessary to accomplish its purposes, including, but not by way of
limitation, the following:
(1) To determine all questions relating to
the eligibility of employees to participate;
(2) To select the funds or contracts to be
the Funds in accordance with Section 3.2(b) hereof;
10
11
(3) To construe and interpret the terms and
provisions of this Plan;
(4) To compute and certify to the amount and
kind of benefits payable to Participants and their Beneficiaries;
(5) To maintain all records that may be
necessary for the administration of the Plan;
(6) To provide for the disclosure of all
information and the filing or provision of all reports and statements
to Participants, Beneficiaries or governmental agencies as shall be
required by law;
(7) To make and publish such rules for the
regulation of the Plan and procedures for the administration of the
Plan as are not inconsistent with the terms hereof; and
(8) To appoint a plan administrator or, any
other agent, and to delegate to them such powers and duties in
connection with the administration of the Plan as the Committee may
from time to time prescribe.
8.3 - Construction and Interpretation.
The Committee shall have full discretion to construe and
interpret the terms and provisions of this Plan, which interpretation or
construction shall be final and binding on all parties, including but not
limited to the Company and any Participant or Beneficiary. The Committee shall
administer such terms and provisions in a uniform and nondiscriminatory manner
and in full accordance with any and all laws applicable to the Plan.
8.4 - Information.
To enable the Committee to perform its functions, the
Company shall supply full and timely information to the Committee on all
matters relating to the Compensation of all Participants, their death or other
cause of termination, and such other pertinent facts as the Committee may
require.
8.5 - Compensation, Expenses and Indemnity.
(a) The members of the Committee shall serve
without compensation for their services hereunder.
(b) The Committee is authorized at the expense of
the Company to employ such legal counsel as it may deem advisable to assist in
the performance of its duties
11
12
hereunder. Expenses and fees in connection with the administration of the Plan
shall be paid by the Company.
(c) To the extent permitted by applicable state
law, the Company shall indemnify and save harmless the Committee and each
member thereof, the Board of Directors and any delegate of the Committee who is
an employee of the Company against any and all expenses, liabilities and
claims, including legal fees to defend against such liabilities and claims
arising out of their discharge in good faith of responsibilities under or
incident to the Plan, other than expenses and liabilities arising out of
willful misconduct. This indemnity shall not preclude such further indemnities
as may be available under insurance purchased by the Company or provided by the
Company under any bylaw, agreement or otherwise, as such indemnities are
permitted under state law.
8.6 - Quarterly Statements.
Under procedures established by the Committee, a
Participant shall receive a statement with respect to such Participant's
Accounts as soon as practicable following the end of each calendar quarter.
ARTICLE IX
MISCELLANEOUS
9.1 - Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors,
and assigns shall have no legal or equitable rights, claims, or interest in any
specific property or assets of the Company. No assets of the Company shall be
held under any trust, or held in any way as collateral security for the
fulfilling of the obligations of the Company under this Plan. Any and all of
the Company's assets shall be, and remain, the general, unpledged, unrestricted
assets of the Company. The Company's obligation under the Plan shall be merely
that of an unfunded and unsecured promise of the Company to pay money in the
future, and the rights of the Participants and Beneficiaries shall be no
greater than those of unsecured general creditors.
9.2 - Restriction Against Assignment.
The Company shall pay all amounts payable hereunder only
to the person or persons designated by the Plan and not to any other person or
corporation. No part of a Participant's Accounts shall be liable for the
debts,
12
13
contracts, or engagements of any Participant, his or her Beneficiary, or
successors in interest, nor shall a Participant's Accounts be subject to
execution by levy, attachment, or garnishment or by any other legal or
equitable proceeding, nor shall any such person have any right to alienate,
anticipate, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever. If any Participant, Beneficiary or
successor in interest is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any distribution
or payment from the Plan, voluntarily or involuntarily, the Committee, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Committee shall direct.
9.3 - Withholding.
There shall be deducted from each payment made under the
Plan all taxes which are required to be withheld by the Company in respect to
such payment. The Company shall have the right to reduce any payment by the
amount of cash sufficient to provide the amount of said taxes.
9.4 - Amendment, Modification, Suspension or Termination.
The Company may amend, modify, suspend or terminate the
Plan in whole or in part, except that no amendment, modification, suspension or
termination shall reduce any amounts then allocated previously to a
Participant's Accounts. In the event that this Plan is terminated, the amounts
credited to a Participant's Deferral Account and Company Matching Account shall
be distributed to the Participant or, in the event of his or her death, to his
or her Beneficiary in a lump sum within thirty (30) days following the date of
termination.
9.5 - Governing Law.
This Plan shall be construed, governed and administered
in accordance with the laws of the State of California.
9.6 - Receipt or Release.
Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Committee and the
Company. The Committee may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.
13
14
9.7 - Headings, etc. Not Part of Agreement.
Headings and subheadings in this Plan are inserted for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.
9.8 - Limitation on Participants' Rights.
Participation in this Plan shall not give any Eligible
Employee the right to be retained in the Company's employ or any right or
interest in the Plan other than as herein provided. The Company reserves the
right to dismiss any Eligible Employee without any liability for any claim
against the Company, except to the extent provided herein.
ARTICLE X
BENEFIT OFFSET
10.1 - Offset for Certain Benefits Payable Under Split-Dollar Life
Insurance Policies.
(a) Notwithstanding anything contained herein to
the contrary, any benefits payable under this Plan shall be offset by the value
of benefits received by the Participants under certain life insurance policies
as set forth in this Section. Participants in this Plan may own life insurance
policies (the "Policies") purchased on their behalf by the Company. The
exercise of ownership rights under these Policies by each Participant is,
however, subject to certain conditions (set forth in a "Split-Dollar Life
Insurance Agreement" between each Participant and the Company pursuant to which
the Company holds a security interest on the Policy) and, if the Participant
fails to meet the conditions set forth in the Split-Dollar Life Insurance
Agreement, the Company may exercise its security interest in the Policy and
cause the Participant to lose certain benefits under the Policy. In the event
that a Participant satisfies the conditions specified in Section 4 or 5 of the
Split-Dollar Life Insurance Agreement, so that the Participant or his or her
beneficiary becomes entitled to exercise rights under one of those sections
free from the Company's security interest, the value of those benefits shall
constitute an offset to any benefits otherwise payable under this Plan. As the
case may be, this offset (the "Offset Value") shall be equal to the value of
benefits payable under the Split- Dollar Life Insurance Agreement, that is, the
cash surrender value of the Policy or, in the case of the Participant's death,
the death benefit payable to the beneficiary under the Policy as limited by the
Split Dollar Agreement. The Offset Value shall then be compared to the
Participant's Accounts, and the amounts credited to the Accounts shall be
14
15
reduced, but not to less than zero, by the Offset Value. This offset shall
first be applied to the Participant's Company Matching Account and then to the
Participant's Deferral Account.
(b) If the Policy in subsection (a) is not on the
life of the Participant and the insured dies prior to distribution of benefits
under this Plan, then the value of the benefits received by the Participant
under the Policy will offset the Participant's Accounts under this Plan. This
offset ("Offset Value") shall be equal to the amount of death benefit payable
to the Participant divided by the Tax Adjustment Factor. This Offset Value
shall then be compared to the Participant's Accounts, and the amounts credited
to the Accounts shall be reduced, but not to be less than zero, by the Offset
Value. This offset shall first be applied to the Participant's Company
Matching Account and then to the Participant's Deferral Account.
IN WITNESS WHEREOF, the Company has caused this Executive
Savings Plan to be executed by its duly authorized officers on this _____ day
of ________, 19__.
ADVANCED MICRO DEVICES, INC.
By___________________________
Stanley Winvick
Senior Vice President,
Human Resources
By___________________________
Marvin D. Burkett
Senior Vice President
and Chief Financial Officer
15