AMD 2004 Annual Report Download - page 296

14.2 Process.
14.2.1Initial Notice; Corrective Action Plan. In the event FASL determines that AMD’s performance is not satisfactory on the basis of the factors
set forth in Section 14.1, FASL may provide written notice to AMD indicating (a) that it believes that AMD’s performance is unsatisfactory, (b) in reasonable
detail the nature and the basis of such determination, and (c) that AMD should submit to FASL a corrective action plan setting forth the actions that AMD
proposes to take to remedy such performance (“Action Plan”). AMD shall have thirty (30) days from its receipt of such notice in which to respond to FASL,
either disputing FASL’s characterization of its performance as unsatisfactory or delivering to FASL an Action Plan. In the event that AMD disputes FASL’s
characterization of its performance, the Parties shall meet and discuss the matter in good faith.
14.2.2Acceptance of Action Plan. In the event AMD submits an Action Plan to FASL in accordance with Section 14.2.1, and FASL reasonably
determines that AMD’s Action Plan will remedy AMD’s performance, FASL shall notify AMD in writing that the Action Plan is acceptable and AMD shall
promptly implement such Action Plan. If, however, FASL reasonably determines that such Action Plan does not address its concerns, the Parties shall promptly
meet and shall use Best Efforts to agree upon a mutually acceptable Action Plan in good faith.
14.2.3Evaluation. FASL will evaluate AMD’s performance against the agreed Action Plan over the succeeding two (2) Quarters, unless an
alternative time period is agreed in writing by the Parties and set forth in the Action Plan.
14.2.4Failure to Improve; Proposal of Measures. In the event FASL reasonably determines both that AMD has failed to properly execute the Action
Plan and that AMD’s performance otherwise remains unsatisfactory on the basis of the factors set forth in Section 14.1, FASL shall provide written notice to
AMD (with a copy to the FASL Board) (a) indicating that it believes that AMD has failed to properly implement the Action Plan, (b) indicating that it believes
that AMD’s performance remains unsatisfactory (and describing in reasonable detail the nature and basis of such belief), and (c) listing the measures that FASL
proposes to take against AMD in accordance with Section 14.3 in order to remedy the identified performance issues. AMD shall have thirty (30) days from its
receipt of such notice in which to dispute FASL’s determination to the FASL Board, in which case FASL shall not have the right to implement its proposed
measures unless and until the FASL Board approves such measures. In the event AMD does not dispute such notice to the FASL Board, FASL shall have the
right to implement the proposed measures.
14.2.5Right to Arbitrate. In the event that the FASL Board approves FASL’s proposed measures, and AMD believes that such measures are
inappropriate, AMD shall have the right to institute dispute resolution proceedings in accordance with Section 21.3.
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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