AMD 1995 Annual Report Download - page 78

Section 4 shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the corporation as a director, officer or employee.
The provisions of this Section 4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2 of this Article
VIII, as the case may be.
PROCEDURES FOR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 5(a). Any indemnification under Sections 1 or 2 or
advancement of expenses under Section 6 of this Article VIII shall be made
promptly, and in any event within ninety days, upon the written request of the
person seeking indemnification or advancement of expense, unless a determination
is reasonably and promptly made by the Board of Directors by a majority vote of
the directors who are not parties to the action, suit or proceeding in question
that such person acted in a manner set forth in such Sections as to justify the
corporation's not indemnifying or making an advancement of expenses to such
person. In the event there are no such directors or if such directors so
direct, the Board of Directors shall promptly direct that independent legal
counsel shall give its opinion in writing whether such person acted in the
manner set forth in such Sections as to justify the corporation's not
indemnifying or making an advancement of expenses to such person.
(b) The right to indemnification or advancement of expenses
granted by this Article shall be enforceable by such person in the Court of
Chancery of the State of Delaware, if the Board of Directors or independent
legal counsel denies the claim, in whole or in part, or if no disposition of
such claim is made within ninety days. The costs and expenses incurred by such
person in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the corporation.
EXPENSES PAYABLE IN ADVANCE
Section 6. Except as limited by Section 5 of this Article, expenses
incurred in defending or investigating a threatened or pending action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer or employee to repay such amount if it
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996