AMD 2004 Annual Report Download - page 210

unlawful, and (b) the Manager’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.
7.11.6Reliance Upon Agreement. To the extent that any Manager (each, a “Responsible Party”) has, at law or in equity, duties (including, without
limitation, fiduciary duties) to the Company, any Member or other Person bound by the terms of this Agreement, such Responsible Parties acting in accordance
with this Agreement shall not be liable to the Company, any Member, or any such other Person for its good faith reliance on the provisions of this Agreement.
7.11.7Fiduciary Duties. The only fiduciary duties a Manager owes to the Company and the Members are the fiduciary duties a director serving on
the board of directors of a Delaware corporation would have under the DGCL, as interpreted by Delaware courts. Notwithstanding the foregoing, but subject to
Section 7.6.8, a Manager shall not be required to recuse himself or herself from the Board of Managers’ consideration of a matter in which the Member
appointing such Manager may have a material financial interest. Such Manager shall be permitted to vote on such matter, and voting to approve such matter shall
not in itself constitute a violation of such Manager’s fiduciary duties.
7.12 Officers of the Company
7.12.1Chief Executive Officer. The Company will employ a chief executive officer (the “Chief Executive Officer”) to be selected by AMD
Member for as long as it has a greater Percentage Interest than Fujitsu Member, subject to Fujitsu Member’s approval, which shall not be unreasonably withheld.
The Member that appoints the Chief Executive Officer shall have the right to appoint such individual as one of the Managers it is entitled to appoint under
Section 7.2. In the event the Chief Executive Officer is not appointed as a Manager, the Chief Executive Officer shall have the right to attend meetings of the
Board of Managers as a non-voting participant.
7.12.2Duties and Powers of the Chief Executive Officer. The Chief Executive Officer of the Company shall, subject to the control of the Board of
Managers, have general supervision, direction and control of the day-to-day affairs of the Company and shall report directly to the Board of Managers. Unless
limited by the Board of Managers or this Agreement, he or she shall have the general powers and duties of management usually vested in the office of chief
executive officer of corporations and shall have such other powers and duties as may be prescribed by the Board of Managers. In the absence or disability of the
Chief Executive Officer, an Officer designated by the Board of Managers, shall perform all duties of the Chief Executive Officer.
7.12.3Other Officers; Employment; Removal. The Company may also employ a chief financial officer (“Chief Financial Officer”), a secretary
(“Secretary”) and such other officers as elected by the Board of Managers, each of whom will be accountable to the Chief Executive Officer (the Chief
Executive Officer, Chief Financial Officer, the Secretary and any other officers elected in accordance with this Section 7.12.3, each, an “Officer” and
collectively,
53
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