AMD 2004 Annual Report Download - page 197

deduction the Company would have had if such exercising employee had been an employee of the Company, but in no event shall such special allocation of
deductions with respect to any such employee of any such Company Entity exceed the amount of the contributing Member’s deemed cash contribution pursuant
to Regulations Section 1.1032-3(b), determined in accordance with the principles set forth in the following sentence of this Section 6.4.6 with respect to the
options so exercised. A Member shall be treated as contributing cash to the Company under Regulation Section 1.1032-3(b) to the extent (x) the fair market value
of the purchased shares of the Member or its Affiliate as of the date the option with respect to such shares is exercised pursuant to the stock option plan described
in Section 7.16 herein or any similar plan, exceeds the sum of (y) the amount of cash (if any) paid or to be paid in accordance with Section 7.16 herein by the
Company to a Member or its Affiliate (excluding any portion of such amount that is paid as interest pursuant to Section 7.16 herein) in consideration for such
option multiplied by a fraction the numerator of which is the number of shares purchased pursuant to such option exercise and the denominator of which is the
aggregate number of shares subject to such option and (z) the aggregate exercise price paid with respect to the number of shares purchased pursuant to such
option exercise. For purposes of this Section 6.4.6, a Company Entity that is treated as disregarded from the Company for U.S. federal income tax purposes shall
be treated as the Company.
6.4.7 All matters concerning the allocations and other determinations provided for in this Article 6 and any accounting procedures not expressly
provided for in this Agreement shall be determined by the Board of Managers in a manner consistent with the terms and intent of this Agreement.
ARTICLE 7.
MANAGEMENT
7.1 Board of Managers
7.1.1Powers. Except as otherwise expressly provided in this Agreement, all management powers over the business, property and affairs of the
Company are exclusively vested in a board of Managers (the “Board of Managers”), and no Member shall have any right to participate in or exercise control or
management power over the business and affairs of the Company or otherwise to bind, act or purport to act on behalf of the Company in any manner. Subject to
the limitations set forth in this Agreement, the Board of Managers shall have all the rights and powers that may be possessed by a manager under the Act, which
shall include, without limitation, the power to incur indebtedness, the power to enter into agreements and commitments of all kinds, the power to manage, acquire
and dispose of Company Assets, and all ancillary powers necessary or convenient as to the foregoing. Unless authorized by a Special Vote of the Board of
Managers, no individual Manager may act for the Board of Managers or have authority to bind the Company. The Managers shall devote such time to the
business and affairs of the Company as is reasonably necessary for the performance of their duties, but shall not be required to devote full time to the
performance of such duties.
7.1.2Evaluation of Officers. The Board of Managers will be responsible for supervision and evaluation of the Company’s Chief Executive Officer
and other Executive
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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