AMD 2004 Annual Report Download - page 332

(d) The Parties agree that a Fujitsu Acquiring Party’s acquisition of a majority interest in a Person whose principal line of business is not a
Competing Business but which has a division or operations that constitute a Competing Business shall not be deemed to be a breach of the obligations set forth in
Section 3 for so long as Fujitsu and/or its applicable Affiliates are complying in all material respects with its obligations under this Section 5.
6.No Solicitation of Employees.
(a) Without the prior written consent of the Board of Managers of the Joint Venture, each of the AMD Entities during the AMD Non-Solicitation
Term, and each of the Fujitsu Entities during the Fujitsu Non-Solicitation Term, shall not (and each shall cause its Affiliates not to), directly or indirectly, either
for itself or another Person, (i) hire or retain, or offer to hire or retain, as a director, officer, employee, partner, consultant, independent contractor or otherwise,
any individual employed by or seconded to the Joint Venture or any of its Subsidiaries (provided that such restriction shall not apply to any secondees as to
whom the Joint Venture agrees are being seconded on a temporary basis or for a specific project) or (ii) solicit or encourage any individual to terminate his or her
employment with the Joint Venture or any of its Subsidiaries, unless, in either such case, (A) the Joint Venture (and/or its applicable Subsidiary) has terminated
the employment or secondment of such individual or (B) at least two (2) years has elapsed since such individual has voluntarily terminated his or her
employment or secondment with the Joint Venture (and/or its applicable Subsidiary).
(b) Without the prior written consent of Fujitsu, during the AMD Non-Solicitation Term each of the AMD Entities shall not (and each shall cause its
Affiliates not to), directly or indirectly, either for itself or another Person, (i) hire or retain, or offer to hire or retain, as director, officer, employee, partner,
consultant, independent contractor or otherwise, any individual employed by a Fujitsu Entity or any of its Affiliates or (ii) solicit or encourage any individual to
terminate his or her employment with a Fujitsu Entity or any of its Affiliates, unless, in either such case, (A) the Fujitsu Entity (and/or its applicable Affiliate) has
terminated the employment of such individual or (B) at least two (2) years has elapsed since such individual has voluntarily terminated his or her employment
with the Fujitsu Entity (and/or its applicable Affiliates).
(c) Without the prior written consent of AMD, during the Fujitsu Non-Solicitation Term each of the Fujitsu Entities shall not (and each shall cause
its Affiliates not to), directly or indirectly, either for itself or another Person, (i) hire or retain, or offer to hire or retain, as director, officer, employee, partner,
consultant, independent contractor or otherwise, any individual employed by an AMD Entity or any of its Affiliates or (ii) solicit or encourage any individual to
terminate his or her employment with an AMD Entity or any of its Affiliates, unless, in either such case, (A) the AMD Entity (and/or its applicable Affiliate) has
terminated the employment of such individual or (B) at least two (2) years has elapsed since such individual has voluntarily terminated his or her employment
with the AMD Entity (and/or its applicable Affiliates).
(d) Without the prior written consent of AMD or Fujitsu, as applicable, the Joint Venture shall not (and shall cause its Subsidiaries not to), directly
or indirectly, either for itself or another Person, (i) hire or retain, or offer to hire or retain, as director, officer, employee,
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005