AMD 2004 Annual Report Download - page 213

7.14.3Standards of Business Conduct. For as long as AMD Member’s Percentage Interest is at least fifty percent (50%), the Company will use its
reasonable efforts to cause its employees and the employees of its subsidiaries to comply with AMD’s Worldwide Standards of Business Conduct.
7.15 Human Resources Council
The Company shall, and shall cause each other Company Entity to, have compensation and benefits programs at its locations consistent with local
practices. Incentive compensation programs for Company Entity employees will be tied to the Company’s financial success and approved by the Board of
Managers. The Company will form a human resources council (the “HR Council”), consisting of senior human resource employees from each of the Company’s
locations (including, with respect to Japan, at least one former Fujitsu employee who was, before his or her transfer to the Company, situated in Japan). The HR
Council shall:
7.15.1 be headed by an executive of the Company who will report and be directly accountable to the Chief Executive Officer;
7.15.2 plan and implement headcount, budget, performance management systems, compensation and benefits programs and other human resource
programs and systems as needed for the Company Entities, all in a manner generally and reasonably consistent with local practices;
7.15.3 consult with the Members in establishing the working terms and conditions (including a promotion approval matrix) for Transferred
Employees, including the consideration and adoption of any changes to compensation and benefit plans or arrangements provided by Fujitsu to the Transferred
Employees immediately prior to the transfer of employment to a Company Entity;
7.15.4 for so long as any Transferred Employee continues to be entitled to participate in any of the benefits provided by Fujitsu to such Transferred
Employee immediately prior to the transfer of employment to a Company Entity, consult with Fujitsu regarding the matters referred to in Sections 7.15.3 and
7.15.5; and
7.15.5 consult with the Members on such other matters as may be agreed by the Members in writing.
7.16 Stock Option Plan
7.16.1Stock Option Plans. Any stock option plans involving AMD shares will be financed by the Company. The Company will pay cash to AMD
for the value of stock options granted by AMD to employees of a Company Entity. The value of such stock options will be calculated using the Black-Scholes
valuation method using assumptions mutually agreed to by AMD Member and Fujitsu Member as soon as reasonably practicable following the Launch Date and
adjusted thereafter as reasonably necessary and as reasonably agreed to by AMD Member and the Company and, during the 4-Year Period, with the consent of
Fujitsu Member, which consent shall not be unreasonably withheld or delayed (the “Black-Scholes Value”). The
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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