AMD 2004 Annual Report Download - page 209

(e) Except as specifically stated in an agreement among each of the Members and the Company, a Person that holds an Economic Interest
but who is not a Member shall have no right to information concerning the business and affairs of the Company and no inspection rights.
7.11 Indemnification and Liability of the Managers
7.11.1Indemnification. The Company shall indemnify and hold harmless each Manager (individually, an “Indemnitee”) to the fullest extent
permitted by Applicable Law from and against any and all losses, claims, demands, costs, damages, liabilities, whether joint or several, expenses of any nature
(including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (each an “Indemnified Loss”) arising from any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be
involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company or by reason of the
Indemnitee’s status as a Manager, regardless of whether the Indemnitee retains such status at the time any such Indemnified Loss is paid or incurred, if (a) the
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, in the case of a
criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (b) the Indemnitee’s conduct did not constitute a breach of his
or her duty of loyalty to the Company or its Members or is an act or omission which involves intentional misconduct or a knowing violation of the law. The
termination of an action, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified in clauses (a) or (b) above.
7.11.2Expenses. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 7.11 shall
be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding.
7.11.3Company Expenses. Any indemnification provided hereunder shall be satisfied solely out of the Company Assets, as an expense of the
Company. No Member shall be subject to personal liability by reason of these indemnification provisions.
7.11.4No Other Rights. The provisions of this Section 7.11 are for the benefit of the Indemnitees and shall not be deemed to create any rights for
the benefit of any other Person; provided, however, that the indemnification rights provided in this Section 7.11 will inure to the benefit of the heirs, legal
representatives, successors, assigns and administrators of the Indemnitee.
7.11.5No Liability. No Indemnitee shall be liable to the Company or to any Member for any losses sustained or liabilities incurred as a result of any
act or omission of any Manager or any such other Person if (a) the Manager acted in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was
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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