AMD 1994 Annual Report Download - page 261

presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, or, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee's conduct was unlawful.
(b) Proceedings by or in the Right of the Company. The Company shall
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indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while an officer or director or
by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including reasonable attorneys' fees) and amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with the defense or
settlement of such action or suit if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.
(c) Mandatory Payment of Expenses. To the extent that Indemnitee has
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been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Subsections (a) and (b) of this Section 1 or the
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.
(d) Good Faith Defined. For the purposes of any determination under
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this Section 1, Indemnitee shall be deemed to have acted or refrained from
acting in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe
Indemnitee's action or forbearance from acting was unlawful, if Indemnitee's
action, or forbearance as the case may be, is based on the records or books of
account of the Company or other enterprise, or on information supplied to
Indemnitee by the officers of the Company or other enterprise in the course of
their duties, or on the advice of legal counsel for the Company or other
enterprise or on information or records given or reports made to the Company or
other enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Company or other
enterprise. The term "other enterprise" as used in this Section 1 shall mean any
other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer or employee. The provisions of this Section
1(d) shall not be deemed to be exclusive or to limit in any way the
circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in Section 1.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995