AMD 2004 Annual Report Download - page 218

those covered in the Annual Budget. The Rolling Quarterly Plan shall be prepared in a manner consistent with the Company’s financial statements and GAAP.
Each of the Annual Budget and the Rolling Quarterly Plan shall describe the financing, research and development, general and administrative and marketing
activities for the relevant time period covered.
8.1.2Expenditures Requiring Approval. The following Company expenditures shall require approval by the Board of Managers:
(a) any Capex which would cause any specific sub-category of capital expenditures set forth in the Annual Budget to be exceeded by more
than ten million dollars (U.S.$10,000,000); and
(b) any expenditure which would cause the aggregate amount spent during any Fiscal Year on any Capex, G&A cost or R&D costs to
exceed the amounts budgeted therefor by greater than ten percent (10%).
8.2 Headquarters
The Company’s world headquarters shall initially be in Sunnyvale, California.
8.3 Wafer Fabrication
The Company shall initially conduct wafer fabrication at Fab 25 in Austin, Texas. In addition, FASL (Japan) will initially conduct wafer fabrication
by contract to the Company at JV1, JV2 and JV3.
8.4 Assembly, Test, Marking and Packaging
The Company’s wholly owned subsidiaries in Thailand, Malaysia and China shall initially conduct assembly, test, mark and pack by contract to the
Company.
8.5 Product Design
The Company shall initially conduct product design and development work at facilities located in Sunnyvale, California and Austin, Texas; the
Company’s wholly owned subsidiaries or Affiliates of the Members in Penang, Malaysia, Hong Kong, and Tokyo and Kozoji, Japan shall initially conduct
product design and development work by contract to the Company.
8.6 Contracting; Transactions Between Company and Members.
8.6.1Company Option. The Company may, at its option, contract to its subsidiaries or to AMD and/or Fujitsu (or their respective Affiliates) on a
cost-plus basis any business operations of the Company, including (a) wafer fabrication, (b) other manufacturing processes, (c) assembly, test, mark and pack and
(d) research and development. The Company may also, at its option, contract to AMD or Fujitsu or their respective Affiliates other activities agreed upon by the
Company and AMD or Fujitsu or their respective Affiliates, on a cost-plus
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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