Severance Agreement Change Of Control

1. Acquisition by an individual; (in the sense of Sections 13(d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),) with other companies other than Advanced Micro Devices, Inc. and its associated companies (a “person”) of economic property (as a matter of rule 13d-3 adopted pursuant to the Stock Exchange Act), i.e. more than 33 per cent (33 per cent) or (1) the company`s membership or common shares (the Company Common Stock”) or (2) the combined voting rights of the then outstanding voting rights that generally have the right to vote in the selection of directors (the “Outstanding Company Voting Securities”) (in both cases, including in the context of a business combination); However, provided that the following acquisitions for the purposes of this clause (a) do not constitute a change of control: (A) any acquisition directly of the company, (B) any acquisition by the company, (C) any acquisition by an employee benefits plan (or associated trust) by the company or by a related entity of the business, or by a successor or (D) an acquisition by a company under a transaction that , under (4) (b) (2), (2), (3) and (4) of this definition, below: Exchange-in-control agreements, sometimes referred to as “golden parachutes,” compensate executives for job losses due to mergers or sales. Executives are agents charged with acting in the best interests of the company and shareholders. However, CEOs face difficulties associated with merging or selling the company, the end result of which will result in the loss of his position as an executive. Exchange-in-control agreements are structured to encourage executives to seek and open up opportunities for sale or mergers if it is in the interests of shareholders, without hesitation in losing their own positions. (a) any “person” (as this clause is used in sections 13 (d) and 14 (d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with an agent or other fiduciary securities of the company as part of a performance plan for the company`s employees, becomes the “effective beneficiary” (in accordance with Rule 13d-3 , adopted under the Exchange Act), directly or indirectly, of shares of the company representing 50% or more of the outstanding common shares of the company or (B) of the combined voting force of the shares of the company then outstanding; Opinions differ as to the impact of these agreements on the objectivity of the executive. Changes to control agreements generally encourage the executive to act in the best interests of shareholders by eliminating the distraction of the post-change-in control uncertainties that the executive faces with respect to its remuneration.

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