AMD 2004 Annual Report Download - page 206

(h) prior to **** any of the facilities used by ****;
(i) prior to ****, reduce the cumulative employee headcount (including seconded employees) of **** below the lesser of (i) **** of the
cumulative employee headcount (including seconded employees) of such **** at the Launch Date or (ii) **** of the cumulative headcount (excluding seconded
employees) of such **** at the Launch Date plus the number of employees seconded as of the Launch Date whose secondment period has not then ended plus
the number of employees seconded as of the Launch Date who accepted employment with the Company or a Company Entity as of the end of such seconded
employees’ secondment period (other than dismissals of employees for cause or by voluntary separation);
(j) prior to ****, reduce the cumulative employee headcount (including seconded employees) of **** below the lesser of (i) **** of the
cumulative employee headcount (including seconded employees) of such **** at the Launch Date or (ii) **** of the cumulative headcount (excluding seconded
employees) of such **** at the Launch Date plus the number of employees seconded as of the Launch Date who accepted employment with the Company or a
Company Entity as of the end of such seconded employees’ secondment period (other than dismissals of employees for cause or voluntary separation);
(k) without limiting Section 7.8.3(e), prior to ****, **** facilities without providing at least six (6) months’ prior written notice to AMD
Member and Fujitsu Member or **** facilities without providing at least three (3) months’ prior written notice to AMD Member and Fujitsu Member;
(l) without limiting Sections 7.8.3(f), 7.8.3(g), 7.8.3(i) and 7.8.3(j), prior to ****, reduce the cumulative employee headcount of ****
facilities or the employee headcount of **** below the cumulative employee headcount of such facilities **** (as the case may be) at the Launch Date, without
providing at least six (6) months’ prior written notice of such reductions to AMD Member and Fujitsu Member (other than dismissals of employees for cause or
voluntary separation); or
(m) prior to ****, reduce the employee headcount of **** facility below the employee headcount of such facility at the Launch Date
without providing at least three (3) months’ prior written notice of such reduction to AMD Member and Fujitsu Member (other than dismissals of employees for
cause or voluntary separation).
7.9 Compensation of Managers
Except for reimbursement from the Company for out-of-pocket costs and expenses incurred by the Managers in the performance of their duties, the
Managers shall not be entitled to any other compensation in their capacities as Managers unless otherwise agreed upon in writing by all of the Members.
7.10 Accounting; Records and Reports
7.10.1Accounting and Fiscal Year. The books, records and accounts of the Company, including for all applicable tax purposes, will be maintained
in accordance with such
49
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