AMD 2004 Annual Report Download - page 328

Exhibit 10.43
Redacted Version
Confidential Treatment Marked
NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2003, by and among Advanced Micro
Devices, Inc., a Delaware corporation (“AMD”), AMD Investments, Inc., a Delaware corporation (“AMD Investments,” and together with AMD, the “AMD
Entities”), Fujitsu Limited, a corporation organized under the laws of Japan (“Fujitsu”), Fujitsu Microelectronics Holding, Inc., a Delaware corporation
(“Fujitsu Sub,” and together with Fujitsu, the “Fujitsu Entities,” and collectively with the AMD Entities, the “Entities”), and FASL LLC, a Delaware limited
liability company (the “Joint Venture” and collectively with the Entities, the “Parties”).
RECITALS:
A. Concurrently herewith, the Parties have entered into an Amended and Restated Limited Liability Company Operating Agreement (the “Operating
Agreement”), a Contribution and Assumption Agreement (the “Contribution Agreement”) and certain related agreements.
B. One of the material conditions precedent to the willingness of the Parties to enter into the Operating Agreement and the Contribution Agreement is that
the Parties have agreed to execute, deliver and be bound by this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants of the Parties set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1.Certain Definitions; Interpretation.
(a) In addition to the terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used
herein (and capitalized terms not defined herein have the meanings assigned to them in the Operating Agreement):
“Affiliate” of a Person, means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such
Person. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise. The Parties acknowledge and agree that neither Fujitsu nor AMD is presently controlled by any other
Person, and that the Joint Venture and its Subsidiaries shall not be deemed to be (a) Affiliates of the AMD Entities or (b) Affiliates of the Fujitsu Entities.
“Competing Business” means any business engaged in the development, production, manufacture, marketing, distribution, promotion or sale of
Stand-Alone NVM Products in any country in the world in which the Joint Venture conducts its business; provided, however, that (i) the Entities’ respective
Membership Interests and the conduct of the Joint
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 this exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005