AMD 2004 Annual Report Download - page 198

Officers on an ongoing basis, including at least an annual review of their performance to ensure they are acting in accordance with prudent business practices. In
doing so, the Board of Managers will consider, among other factors, deviations in the Company’s financial condition, results of operations and/or cash flows
compared to those matters as set forth in the 4-Year Operations Plan and the then-applicable Annual Budget and Rolling Quarterly Plan and whether any such
deviations were caused by unexpected external factors. In the event that the Board of Managers determines that the Chief Executive Officer or any other
Executive Officer is not acting in accordance with prudent business practices, then, as soon as practicable, the Board of Managers shall (i) if appropriate, take
actions to remedy or improve the performance of the Chief Executive Officer and/or other Executive Officers or (ii) replace the Chief Executive Officer or other
Executive Officers.
7.2 Number of Managers; Appointment of Managers
The Board of Managers shall initially consist of ten (10) individuals (each such individual, a “Manager”). Subject to Sections 7.3 and 7.4 below, six
(6) of the Managers shall be appointed by AMD Member and four (4) of the Managers shall be appointed by Fujitsu Member. Unless a Manager resigns
(including death or retirement) or is removed, each Manager shall hold office until a successor shall have been duly elected in accordance with this Section 7.2.
Any Manager may be removed for cause in accordance with Applicable Law. In addition, each Member having the right to nominate a Manager or Managers
pursuant to this Section 7.2 shall also have the right, in its sole discretion, to remove such Manager or Managers at any time, by delivery of written notice to the
other Members, the Company and the Manager(s) to be removed. In the case of a vacancy in the office of a Manager for any reason (including by reason of
death, resignation, retirement or removal pursuant to the preceding sentence), the vacancy shall be filled by the Member that nominated the Manager in question;
provided, however, that in the case of a vacancy created due to a change in a Member’s Percentage Interest as described Section 7.3 or 7.4, such vacancy shall be
filled in accordance with Section 7.3 or 7.4. AMD Member hereby selects Hector de J. Ruiz, Robert Rivet, Bertrand Cambou, Thomas McCoy, James Doran and
Henri Richard to serve on the initial Board of Managers, and Thomas Eby as the non-voting participant contemplated under Section 7.4. Fujitsu Member hereby
selects Toshihiko Ono, Shinji Suzuki, Nobutake Matsumura and Kazuhiko Kato to serve on the initial Board of Managers, and Kazunori Imaoka as the
non-voting participant contemplated under Section 7.3.
7.3 Effect of Change in Fujitsu Member’s Percentage Interest on Fujitsu Managers
The number of Managers that Fujitsu Member can appoint or maintain on the Board of Managers shall depend on Fujitsu Member’s Percentage
Interest as follows:
Fujitsu Member’s Percentage Interest Number of Fujitsu Managers
≥ 30% 4
≥ 20% and < 30% 3
≥ 10% and < 20% 2
< 10% 0
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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