AMD 2004 Annual Report Download - page 155

ARTICLE 7. MANAGEMENT 40
7.1 Board of Managers 40
7.2 Number of Managers; Appointment of Managers 41
7.3 Effect of Change in Fujitsu Member’s Percentage Interest on Fujitsu Managers 41
7.4 Effect of Change in AMD Member’s Percentage Interest on AMD Managers 42
7.5 Chairman of the Board of Managers 42
7.6 Meetings of Members and of the Board of Managers; Quorum 43
7.7 Actions Requiring a Special Vote of the Board of Managers 44
7.8 Limitations on Authority of Board of Managers 47
7.9 Compensation of Managers 49
7.10 Accounting; Records and Reports 49
7.11 Indemnification and Liability of the Managers 52
7.12 Officers of the Company 53
7.13 Information Technology Steering Committee 55
7.14 Personnel 55
7.15 Human Resources Council 56
7.16 Stock Option Plan 56
7.17 Maintenance of Insurance 58
7.18 Inspections and Proceedings 59
7.19 Confidential Information 59
7.20 Other Activities 60
ARTICLE 8. OPERATIONS 60
8.1 4-Year Operations Plan; Annual Budget 60
8.2 Headquarters 61
8.3 Wafer Fabrication 61
8.4 Assembly, Test, Marking and Packaging 61
8.5 Product Design 61
8.6 Contracting; Transactions Between Company and Members. 61
8.7 Access to Company Facilities 62
8.8 Inventory 62
8.9 Quarterly Beginning Plan 63
8.10 Branding 64
8.11 FASL (Japan) 64
ARTICLE 9. DISPOSITION AND TRANSFERS OF INTERESTS 65
9.1 Holding of Membership Interest 65
9.2 Transfer Moratorium 65
9.3 Transfers 65
9.4 Limitation on Number of Valuation Requests 74
9.5 Further Restrictions on Transfer 75
ii
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005