AMD 1998 Annual Report Download - page 51

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
at least monthly for the first year and thereafter as
mutually agreed. The Executive Board of Directors'
meetings may be conducted on either a face-to-face
basis or via video or telephone conference call,
whichever is mutually agreed to by the Parties at
least ten (10) business days in advance of the
meeting. Special meetings may be called by any two
members of the Executive Board of Directors, one (1)
from each party, upon at least (i) ten (10) business
days prior notice for a face-to-face meeting or (ii)
seventy-two (72) hours prior notice for a telephonic
or video conference meeting. The Executive Board of
Directors may also act without a meeting upon
unanimous written consent of all of the Board
members.
2.1.3. Quorum
2.1.3.1. A quorum of the Executive Board of Directors will
consist of at least six (6) members, including at
least three (3) members representing AMD and three
(3) members representing Motorola. No action may be
taken at any meeting of the Executive Board of
Directors in the absence of a quorum.
2.1.3.2. Notwithstanding Section 2.1.3.1 above, in the event
all of the members representing one of the Parties
fail to attend a meeting duly noticed and called, the
members in attendance at the next duly noticed and
called meeting, which may be a special meeting called
as provided in Section 2.1.2, may take action
regardless of whether a quorum is present.
2.2. The Steering Committee.
The day-to-day operation of the alliance will be directed by the
Steering Committee.
2.2.1. Members: The Steering Committee will be comprised of an equal
number of representatives from AMD and Motorola, not to be
less than three (3) from each party, appointed by their
respective companies within ten (10) days of the effective
date of this Agreement.
2.2.2. Responsibilities;
2.2.2.1. The Steering Committee will appoint a Program
Management Team for each Project.
2.2.2.2. The Program Management Team will submit an operating
plan for the Project to the Steering Committee for
approval. Once the Steering Committee has approved
the plan, the Steering Committee will submit a brief
discussion of the Project, including a summary of its
major technical milestones and operating budget, to
the Executive
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999