AMD 2004 Annual Report Download - page 297

14.3 Actions. In the event that FASL delivers a written notice to AMD pursuant to Section 14.2.4 proposing remedial measures, FASL may implement the
following measures (in the following order of priority), provided that the FASL Board has approved such measures in accordance with Section 14.2.4 and subject
to AMD’s right to arbitrate pursuant to Section 14.2.5 and the resolution of any such arbitration:
14.3.1Appointment of a Supplementary Distributor.
(a) In the event that AMD is underserving a Customer in the AMD Territory, FASL may grant to Fujitsu or another distributor the right to
market, sell and distribute to such Customer in the specific geographical territory(ies) in which such Customer is being underserved.
(b) In the event that AMD is underserving an AMD Account, FASL may grant Fujitsu or another distributor the right to market, sell and
distribute to such AMD Account in the specific geographical territory(ies) in which such AMD Account is being underserved.
(c) In the event that AMD is underserving an AMD PRC Customer, FASL may grant Fujitsu or another distributor the right to market, sell and
distribute to such AMD PRC Customer.
14.3.2Appointment of Supplementary Distributor within a Region within a Territory. In the event that AMD is persistently underserving multiple
Customers in a region within the AMD Territory, FASL may grant Fujitsu or another distributor the right to market, sell and distribute in the specific
geographical territory(ies) in which such Customers are being underserved, provided that FASL has previously provided AMD with written notice with respect to
each such underserved Customer and further written notice regarding the performance issues within the region identified by FASL, in accordance with Section
14.2 above. In determining the boundaries of the region as to which FASL may grant such right to market, sell and distribute, the smallest possible boundary
within which the underserved Customers are located will be drawn.
14.3.3Appointment of a Supplementary Distributor within a Territory. In the event that AMD is persistently underserving multiple Customers
throughout the AMD Territory, FASL may grant Fujitsu or another distributor the right to market, sell and distribute Products in the AMD Territory, provided
that FASL has previously provided AMD with written notice with respect to each such underserved Customer and further written notice regarding the
performance issues within the AMD Territory identified by FASL in accordance with Section 14.2 above.
14.3.4Minimal Impact Requirement. However, in all cases, FASL shall only propose measures to the extent they are reasonably necessary to
provide FASL with the opportunity to have sales made to the underserved Customer(s) or in such underserved region or territory, and in a manner that has the
minimal effect on AMD’s distribution rights.
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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