AMD 1995 Annual Report Download - page 77

corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery 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, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
AUTHORIZATION OF INDEMNIFICATION
Section 3. Any indemnification under this Article VIII (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director, officer
or employee is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made (i) by a majority vote of
the directors who were not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such directors or if such
directors so direct, by independent legal counsel in a written opinion, or (iii)
by the stockholders. To the extent, however, that a director, officer or
employee of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, described above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specific
case.
GOOD FAITH DEFINED
Section 4. For the purposes of any determination under Section 3 of
this Article VIII, a person shall be deemed to have acted or refrained from
acting in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe his
action or forbearance from acting was unlawful, if his action, or forbearance as
the case may be, is based on the records or books of account of the corporation
or other enterprise, or on information supplied to him by the officers of the
corporation or other enterprise in the course of their duties, or on the advice
of legal counsel for the corporation or other enterprise or on information or
records given or reports made to the corporation or other enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the corporation or other enterprise. The term
"other enterprise" as used in this
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996