AMD 1999 Annual Report Download - page 59

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(b) Except as otherwise provided in this Section, the determination of
whether an Indemnitee is eligible for indemnification and has met the applicable
standard of conduct shall be 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, even though less than a quorum. In the event there are no such
directors, the Board of Directors shall direct that the determination be made by
independent counsel pursuant to paragraph (c) of this Section.
(c) At the request of the Indemnitee or the Corporation, the determination
of whether an Indemnitee is eligible for indemnification and has met the
applicable standard of conduct shall be made by independent counsel, selected by
the Indemnitee and reasonably acceptable to the Corporation. The Corporation
shall bear the expense of the independent counsel, and the independent counsel's
determination regarding the eligibility of the Indemnitee to indemnification
shall be binding on the Corporation.
(d) For purposes 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 had no reasonable cause to
believe his conduct 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 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 Section 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 shall not be
deemed exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standard of conduct for indemnification or
to show good faith, as the case may be.
Section 5. If a claim for indemnification or advancement of expenses under
this Article VIII is not paid in full within ten (10) days after a written claim
therefor by the Indemnitee has been received by the Corporation, the Indemnitee
may file suit to recover the unpaid amount of such claim and shall be entitled
to have all the expenses of prosecuting such claim, including attorneys fees and
costs, paid by the Corporation as incurred. In any such action the Corporation
shall have the burden of proving that the Indemnitee is not entitled to the
requested indemnification or advancement of expenses under applicable law. The
Indemnitee only shall have to repay the expenses of prosecuting such claim
22
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000