AMD 2006 Annual Report Download - page 186

EXECUTION VERSION
(ii) For IBM: ***
2070 Route 52
Hopewell Junction, New York 12533
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Either Party may change its member of the Management Committee by written notice to the other Party. The Management Committee will conduct
regular meetings on dates and at locations determined by the Management Committee. Meetings of the Management Committee may be held in
person, by teleconference or by videoconference.
4.1.1 The Management Committee shall establish a regular review process with the appropriate senior business executives of each of the Parties
of at least the level of Vice President or other comparable level. Such review shall include review of an overall progress report to be
prepared by the Project Leaders. The responsibilities of the Management Committee are set forth in Exhibit D. In addition, the Management
Committee shall establish a Pre-T0 Steering Committee to oversee the Pre-T0 Activities.
4.1.2 Should either Party reasonably determine that the process technology to be developed under the Process Development Projects is no longer
meeting the Strategic Technology Objectives or the Development Schedule, or brings forth empirical evidence of changes in the competitive
marketplace for semiconductor technology such that the Strategic Technology Objectives and/or the Development Schedule are no longer
competitive, or if the Parties cannot agree upon the Strategic Technology Objectives or Development Schedule for CMOS 13S or
CMOS13S2 prior to Pre-T0 Exit, such Party may present such problem to the Management Committee for discussion. If the Management
Committee, after the exercise of reasonable efforts in the conduct of such discussions, fails to reach mutual agreement as to a resolution of
such Party’s concerns then any Party may refer such concerns to the senior executives described in Section 4.1.1, above, which senior
executives shall discuss and meet in person, if necessary, in order to attempt to resolve such Party’s concerns. If such senior executives are
unable to resolve such Party’s concern the senior executives agree to instruct the Management Committee to negotiate a mutually agreeable
reasonable wind down plan (which may include negotiation of fees) to terminate the development relationship set forth in this Agreement
for any or all Process Development Project(s). In the event of such termination, AMD shall be entitled to immediately exercise its rights in
accordance with Section 8.9 below, subject to the payment terms of Section 5.8.a.
4.2 Each Party shall appoint a Pre-T0 Steering Committee member within thirty (30) days after the Effective Date. It is the intent of the Parties that Pre-T0
Steering Committee
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 18 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007