AMD 2004 Annual Report Download - page 212

(b) Subject to all rights, if any, under any contract of employment, any Officer to whom a delegation is made pursuant to the foregoing shall
serve in the capacity delegated unless and until such delegation is revoked by the Board of Managers for any reason or no reason whatsoever, with or without
cause, or such Officer resigns.
(c) No Officer needs to be a resident or citizen of the United States.
(d) The only fiduciary duties an Officer of the Company owes to the Company and the Members are duties a similar officer of a Delaware
corporation would have under the DGCL, as interpreted by Delaware courts.
7.13 Information Technology Steering Committee
The Company will establish an IT Steering Committee (the “IT Steering Committee”). The general purposes of the IT Steering Committee shall
be: (1) to determine the Company’s overall information technology (“IT”) program; (2) to approve the Company’s IT plans and budgets; and (3) to coordinate
and track the Company’s IT activities. On an annual basis, the IT Steering Committee shall provide to the Board of Managers an analysis and breakdown in
reasonable detail of all IT costs incurred during the previous annual period, including a description of the amount of IT costs attributable to each of the following
categories: Capex, R&D, G&A and cost of goods sold. The IT Steering Committee will include the Company’s information services manager, appropriate
executives from Material Company Entities and such other Company employees as the Company may choose. AMD and Fujitsu may each appoint a non-voting
advisory representative to the IT Steering Committee to advise the Company on IT issues; however, all final IT determinations will be made by the IT Steering
Committee, subject to approval by the Board of Managers.
7.14 Personnel
7.14.1Company Employees; Return. All employees shall be employed by the Company, unless both AMD and Fujitsu agree in writing on a
case-by-case basis that such employee should be employed by either AMD or Fujitsu, then such employee shall be assigned to the Company through secondment
or other arrangements, as agreed upon in writing by AMD, Fujitsu and the Company. Any Fujitsu employee permanently transferred to the Company may return
to the employ of Fujitsu upon the written agreement of both the Company and Fujitsu, and any AMD employee permanently transferred to the Company may
return to the employ of AMD upon the written agreement of both the Company and AMD, provided, however, that the re-employment of any Officer of the
Company or other personnel of the Company that reports directly to the Chief Executive Officer or the Board of Managers shall require the approval of the
Company, AMD and Fujitsu.
7.14.2Certain FASL (Japan) Employees. With respect to certain employees of FASL (Japan) who are engineers, the Company may transfer selected
engineers from FASL (Japan) to the Company and vice versa, such transfers being either temporary or permanent.
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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