AMD 2004 Annual Report Download - page 222

8.11.2President. FASL (Japan) shall have one (1) president or similarly titled executive officer, who shall (a) be the chief executive officer of FASL
(Japan), (b) have the authority and responsibility of a representative director (daihyou torishimariyaku) under the Japanese Commercial Code and (c) be
responsible for the day-to-day operations of FASL (Japan), including with respect to employment related matters. Such executive officer shall also be appointed
as an Executive Officer of the Company, and in such capacity shall be invited to attend Company meetings involving all of the Officers. Such executive officer
shall initially be selected by Fujitsu and, for so long as Fujitsu holds at least a 30% Membership Interest, the Company shall cause the appointment of any
successor thereto to be subject to the approval of Fujitsu, which approval shall not be unreasonably withheld or delayed.
ARTICLE 9.
DISPOSITION AND TRANSFERS OF INTERESTS
9.1 Holding of Membership Interest
For so long as AMD or Fujitsu, directly or indirectly, maintains a Membership Interest in the Company, AMD or Fujitsu, as applicable, must own
and hold such Membership Interest either (a) itself or (b) through one or more wholly owned (including indirect wholly owned) subsidiaries.
9.2 Transfer Moratorium
Except with respect to a breach of this Agreement as provided for in Section 10.6.2(a), until the expiration of the 4-Year Period, no Member may
Transfer all or any portion of its Membership Interest to any other Person, nor shall AMD or Fujitsu sell or transfer, or allow to be sold or transferred, or in any
way dispose of its ownership interest, either direct or indirect, of any wholly owned subsidiary (including any wholly owned indirect subsidiary) that owns,
directly or indirectly, the Membership Interests held by AMD Member or Fujitsu Member, respectively; provided, however, that in the event that Fujitsu or AMD
experiences a Change in Control at any time before the expiration of the 4-Year Period, such restrictions shall cease to apply to AMD Member (in the case of a
Change in Control of Fujitsu) or Fujitsu Member (in the case of a Change in Control of AMD) and the applicable Member shall have the immediate right to
Transfer any portion of its Membership Interest (whether by directly Transferring such portion of its Membership Interest, or by selling, transferring or otherwise
disposing of its ownership interest of any wholly owned subsidiary (including wholly owned indirect subsidiaries) that owns, directly or indirectly, such portion
of its Membership Interest)), in accordance with the procedures set forth in Section 9.3.
9.3 Transfers
After the expiration of the 4-Year Period or to the extent otherwise permitted under Section 9.2, a Member may Transfer any portion of its
Membership Interest to any other Person, subject to this Section 9.3. In addition, together with any Transfer of any Membership
65
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