{"id":40827,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnity-agreement-advanced-micro-devices-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnity-agreement-advanced-micro-devices-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnity-agreement-advanced-micro-devices-inc.html","title":{"rendered":"Indemnity Agreement &#8211; Advanced Micro Devices Inc."},"content":{"rendered":"<pre>\n                              INDEMNITY AGREEMENT\n                              -------------------\n\n\n     This Indemnification Agreement ('Agreement') is made as of October 21, 1999\nby and between ADVANCED MICRO DEVICES, INC., a Delaware corporation (the\n'Company'), and ______________ ('Indemnitee').\n\n                                   RECITALS\n\n     WHEREAS, highly competent persons have become more reluctant to serve\npublicly-held corporations as directors or in other capacities unless they are\nprovided with adequate protection through insurance or adequate indemnification\nagainst inordinate risks of claims and actions against them arising out of their\nservice to and activities on behalf of the corporation.\n\n     WHEREAS, the Board of Directors of the Company (the 'Board') has determined\nthat, in order to attract and retain qualified individuals, the Company will\nattempt to maintain on an ongoing basis, at its sole expense, liability\ninsurance to protect persons serving the Company and its subsidiaries from\ncertain liabilities.  Although the furnishing of such insurance has been a\ncustomary and widespread practice among United States-based corporations and\nother business enterprises, the Company believes that, given current market\nconditions and trends, such insurance may be available to it in the future only\nat higher premiums and with more exclusions.  At the same time, directors,\nofficers, and other persons in service to corporations or business enterprises\nare being increasingly subjected to expensive and time-consuming litigation\nrelating to, among other things, matters that traditionally would have been\nbrought only against the Company or business enterprise itself.  The By-laws of\nthe Company require indemnification of the officers and directors of the\nCompany.  Indemnitee may also be entitled to indemnification pursuant to the\nDelaware General Corporation Law ('DGCL').  The By-laws and the DGCL expressly\nprovide that the indemnification provisions set forth therein are not exclusive,\nand thereby contemplate that contracts may be entered into between the Company\nand members of the board of directors, officers and other persons with respect\nto indemnification.\n\n     WHEREAS, the uncertainties relating to such insurance and to\nindemnification have increased the difficulty of attracting and retaining such\npersons.\n\n     WHEREAS, the Board has determined that the increased difficulty in\nattracting and retaining such persons is detrimental to the best interests of\nthe Company's stockholders and that the Company should act to assure such\npersons that there will be increased certainty of such protection in the future.\n\n     WHEREAS, it is reasonable, prudent and necessary for the Company\ncontractually to obligate itself to indemnify, and to advance expenses on behalf\nof, such persons to the fullest extent permitted by applicable law so that they\nwill serve or continue to serve the Company free from undue concern that they\nwill not be so indemnified.\n\n                                      -1-\n\n \n     WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws\nof the Company and any resolutions adopted pursuant thereto, and shall not be\ndeemed a substitute therefor, nor to diminish or abrogate any rights of\nIndemnitee thereunder.\n\n     WHEREAS, Indemnitee does not regard the protection available under the\nCompany's Bylaws and insurance as adequate in the present circumstances, and may\nnot be willing to serve as an officer or director without adequate protection,\nand the Company desires Indemnitee to serve in such capacity.  Indemnitee is\nwilling to serve, continue to serve and to take on additional service for or on\nbehalf of the Company on the condition that he be so indemnified;\n\n     NOW, THEREFORE, in consideration of the premises and the covenants\ncontained herein, the Company and Indemnitee do hereby covenant and agree as\nfollows:\n\n     1.  Services to the Company. Indemnitee will serve or continue to serve, at\nthe will of the Company, as an officer, director or key employee of the Company\nfor so long as Indemnitee is duly elected or appointed or until Indemnitee\ntenders his or her resignation.\n\n     2.  Definitions.   As used in this Agreement:\n\n        (a)  A 'Change in Control' shall be deemed to occur upon the earliest to\noccur after the date of this Agreement of any of the following events:\n\n             (i)  Acquisition of Stock by Third Party.  Any Person (as defined\nbelow) is or becomes the Beneficial Owner (as defined below), directly or\nindirectly, of securities of the Company representing fifteen percent (15%) or\nmore of the combined voting power of the Company's then outstanding securities;\n\n             (ii)  Change in Board of Directors.  During any period of two (2)\nconsecutive years (not including any period prior to the execution of this\nAgreement), individuals who at the beginning of such period constitute the\nBoard, and any new director (other than a director designated by a person who\nhas entered into an agreement with the Company to effect a transaction described\nin Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the Board or\nnomination for election by the Company's shareholders was approved by a vote of\nat least two-thirds of the directors then still in office who either were\ndirectors at the beginning of the period or whose election or nomination for\nelection was previously so approved, cease for any reason to constitute a least\na majority of the members of the Board;\n\n             (iii)  Corporate Transactions.  The effective date of a merger or\nconsolidation of the Company with any other entity, other than a merger or\nconsolidation which would result in the voting securities of the Company\noutstanding immediately prior to such merger of consolidation continuing to\nrepresent (either by remaining outstanding or by being converted into voting\nsecurities of the surviving entity) more than 51% of the combined voting power\nof the voting securities of the surviving entity outstanding immediately after\nsuch merger or consolidation and with the power to elect at least a majority of\nthe board of directors or other governing body of such surviving entity;\n\n                                      -2-\n\n \n             (iv)  Liquidation. The approval by the shareholders of the Company\nof a complete liquidation of the Company or an agreement for the sale or\ndisposition by the Company of all or substantially all of the Company's assets;\nand\n\n             (v)  Other Events.  There occurs any other event of a nature that\nwould be required to be reported in response to Item 6(e) of Schedule 14A of\nRegulation 14A (or a response to any similar item on any similar schedule or\nform) promulgated under the Exchange Act (as defined below), whether or not the\nCompany is then subject to such reporting requirement.\n\n             (vi)  Certain Definitions.  For purposes of this Section 2(a),\nthe following terms shall have the following meanings:\n\n                    (A) 'Exchange Act' shall mean the Securities Exchange Act of\n               1934, as amended.\n\n                    (B) 'Person' shall have the meaning as set forth in Sections\n               13(d) and 14(d) of the Exchange Act; provided, however, that\n               Person shall exclude (i) the Company, (ii) any trustee or other\n               fiduciary holding securities under an employee benefit plan of\n               the Company, and (iii) any corporation owned, directly or\n               indirectly, by the shareholders of the Company in substantially\n               the same proportions as their ownership of stock of the Company.\n\n                    (C) 'Beneficial Owner' shall have the meaning given to such\n               term in Rule 13d-3 under the Exchange Act; provided, however,\n               that Beneficial Owner shall exclude any Person otherwise becoming\n               a Beneficial Owner by reason of the shareholders of the Company\n               approving a merger of the Company with another entity.\n\n             (b) 'Corporate Status' describes the status of a person who is or\n     was a director, officer, employee or agent of the Company or of any other\n     corporation, partnership or joint venture, trust, employee benefit plan or\n     other enterprise which such person is or was serving at the request of the\n     Company.\n\n             (c) 'Disinterested Director' means a director of the Company who is\n     not and was not a party to the Proceeding in respect of which\n     indemnification is sought by Indemnitee.\n\n             (d)  'Enterprise' shall mean the Company and any other corporation,\n     partnership, joint venture, trust, employee benefit plan or other\n     enterprise of which Indemnitee is or was serving at the request of the\n     Company as a director, officer, employee, agent or fiduciary.\n\n                                      -3-\n\n \n             (e) 'Expenses' shall include all reasonable attorneys' fees,\n     retainers, court costs, transcript costs, fees of experts, witness fees,\n     travel expenses, duplicating costs, printing and binding costs, telephone\n     charges, postage, delivery service fees, and all other disbursements or\n     expenses of the types customarily incurred in connection with prosecuting,\n     defending, preparing to prosecute or defend, investigating, being or\n     preparing to be a witness in, or otherwise participating in, a Proceeding.\n     Expenses also shall include Expenses incurred in connection with any appeal\n     resulting from any Proceeding, including without limitation the premium,\n     security for, and other costs relating to any cost bond, supersedeas bond,\n     or other appeal bond or its equivalent. Expenses, however, shall not\n     include amounts paid in settlement by Indemnitee or the amount of judgments\n     or fines against Indemnitee.\n\n             (f)  Reference to 'other enterprise' shall include employee benefit\n     plans; references to 'fines' shall include any excise tax assessed with\n     respect to any employee benefit plan; references to 'serving at the request\n     of the Company' shall include any service as a director, officer, employee\n     or agent of the Company which imposes duties on, or involves services by,\n     such director, officer, employee or agent with respect to an employee\n     benefit plan, its participants or beneficiaries; and a person who acted in\n     good faith and in a manner he reasonably believed to be in the best\n     interests of the participants and beneficiaries of an employee benefit plan\n     shall be deemed to have acted in manner 'not opposed to the best interests\n     of the Company' as referred to in this Agreement.\n\n             (g) The term 'Proceeding' shall include any threatened, pending or\n     completed action, suit, arbitration, alternate dispute resolution\n     mechanism, investigation, inquiry, administrative hearing or any other\n     actual, threatened or completed proceeding, whether brought in the right of\n     the Company or otherwise and whether of a civil, criminal, administrative\n     or investigative nature, in which Indemnitee was, is or will be involved as\n     a party or otherwise by reason of the fact that Indemnitee is or was a\n     director or officer of the Company, by reason of any action taken by him or\n     of any action on his part while acting as director or officer of the\n     Company, or by reason of the fact that he is or was serving at the request\n     of the Company as a director, officer, employee or agent of another\n     corporation, partnership, joint venture, trust or other enterprise, in each\n     case whether or not serving in such capacity at the time any liability or\n     expense is incurred for which indemnification, reimbursement, or\n     advancement of expenses can be provided under this Agreement.\n\n             (h) 'Independent Counsel' means a law firm, or a member of a law\n     firm, that is experienced in matters of corporation law and neither\n     presently is, nor in the past five years has been, retained to represent:\n     (i) the Company or Indemnitee in any matter material to either such party\n     (other than with respect to matters concerning the Indemnitee under this\n     Agreement, or of other indemnitees under similar indemnification\n     agreements), or (ii) any other party to the Proceeding giving rise to a\n     claim for indemnification hereunder. Notwithstanding the foregoing, the\n     term 'Independent Counsel' shall not include any person who, under the\n     applicable standards of professional conduct then prevailing, would have a\n     conflict of interest in representing either the Company or Indemnitee in an\n     action to determine Indemnitee's rights under this Agreement. The Company\n     agrees to pay the reasonable fees and expenses of the Independent Counsel\n     referred to above and to fully \n\n                                      -4-\n\n \n     indemnify such counsel against any and all Expenses, claims, liabilities\n     and damages arising out of or relating to this Agreement or its engagement\n     pursuant hereto.\n \n     3.   Indemnity in Third-Party Proceedings.  The Company shall indemnify\nIndemnitee in accordance with the provisions of this Section 3 if Indemnitee is,\nor is threatened to be made, a party to or a participant in any Proceeding,\nother than a Proceeding by or in the right of the Company to procure a judgment\nin its favor.  Pursuant to this Section 3, Indemnitee shall be indemnified\nagainst all Expenses, judgments, fines and amounts paid in settlement actually\nand reasonably incurred by Indemnitee or on his behalf in connection with such\nProceeding or any claim, issue or matter therein, if Indemnitee acted in good\nfaith and in a manner he reasonably believed to be in or not opposed to the best\ninterests of the Company and, in the case of a criminal proceeding had no\nreasonable cause to believe that his conduct was unlawful.\n\n     4. Indemnity in Proceedings by or in the Right of the Company. The Company\nshall indemnify Indemnitee in accordance with the provisions of this Section 4\nif Indemnitee is, or is threatened to be made, a party to or a participant in\nany Proceeding by or in the right of the Company to procure a judgment in its\nfavor. Pursuant to this Section 4, Indemnitee shall be indemnified against all\nExpenses actually and reasonably incurred by him or on his behalf in connection\nwith such Proceeding or any claim, issue or matter therein, if Indemnitee acted\nin good faith and in a manner he reasonably believed to be in or not opposed to\nthe best interests of the Company. No indemnification for Expenses shall be made\nunder this Section 4 in respect of any claim, issue or matter as to which\nIndemnitee shall have been finally adjudged by a court to be liable to the\nCompany, unless and only to the extent that any court in which the Proceeding\nwas brought shall determine upon application that, despite the adjudication of\nliability but in view of all the circumstances of the case, Indemnitee is fairly\nand reasonably entitled to indemnification.\n\n     5.  Indemnification for Expenses of a Party Who is Wholly or Partly\nSuccessful. Notwithstanding any other provisions of this Agreement, to the\nextent that Indemnitee is a party to (or a participant in) and is successful, on\nthe merits or otherwise, in any Proceeding or in defense of any claim, issue or\nmatter therein, in whole or in part, the Company shall indemnify Indemnitee\nagainst all Expenses actually and reasonably incurred by him in connection\ntherewith. If Indemnitee is not wholly successful in such Proceeding but is\nsuccessful, on the merits or otherwise, as to one or more but less than all\nclaims, issues or matters in such Proceeding, the Company shall indemnify\nIndemnitee against all Expenses actually and reasonably incurred by him or on\nhis behalf in connection with each successfully resolved claim, issue or matter.\nIf the Indemnitee is not wholly successful in such Proceeding, the Company also\nshall indemnify Indemnitee against all Expenses reasonably incurred in\nconnection with a claim, issue or matter related to any claim, issue, or matter\non which the Indemnitee was successful. For purposes of this Section and without\nlimitation, the termination of any claim, issue or matter in such a Proceeding\nby dismissal, with or without prejudice, shall be deemed to be a successful\nresult as to such claim, issue or matter.\n\n     6.  Indemnification For Expenses of a Witness.  Notwithstanding any other\nprovision of this Agreement, to the extent that Indemnitee is, by reason of his\nCorporate Status, a witness \n\n                                      -5-\n\n \nin any Proceeding to which Indemnitee is not a party, he shall be indemnified\nagainst all Expenses actually and reasonably incurred by him or on his behalf in\nconnection therewith.\n\n     7.  Additional Indemnification.\n\n             (a) Notwithstanding any limitation in Sections 3, 4, or 5, the\n     Company shall indemnify Indemnitee to the fullest extent permitted by law\n     if Indemnitee is a party to or threatened to be made a party to any\n     Proceeding (including a Proceeding by or in the right of the Company to\n     procure a judgment in its favor) against all Expenses, judgments, fines and\n     amounts paid in settlement actually and reasonably incurred by Indemnitee\n     in connection with the Proceeding. No indemnity shall be made under this\n     Section 7(a) on account of Indemnitee's conduct which constitutes a breach\n     of Indemnitee's duty of loyalty to the Company or its shareholders or is an\n     act or omission not in good faith or which involves intentional misconduct\n     or a knowing violation of the law.\n\n             (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the\n     Company shall indemnify Indemnitee to the fullest extent permitted by law\n     if Indemnitee is a party to or threatened to be made a party to any\n     Proceeding (including a Proceeding by or in the right of the Company to\n     procure a judgement in its favor) against all Expenses, judgments, fines\n     and amounts paid in settlement actually and reasonably incurred by\n     Indemnitee in connection with the Proceeding.\n\n             (c) For purposes of Sections 7(a) and 7(b), the meaning of the\n     phrase 'to the fullest extent permitted by law' shall include, but not be\n     limited to:\n\n                    (i) to the fullest extent permitted by the provision of the\n     Act that authorizes or contemplates additional indemnification by\n     agreement, or the corresponding provision of any amendment to or\n     replacement of the Act, and\n\n                    (ii) to the fullest extent authorized or permitted by any\n     amendments to or replacements of the Act adopted after the date of this\n     Agreement that increase the extent to which a corporation may indemnify its\n     officers and directors.\n\n     8.  Exclusions.   Notwithstanding any provision in this Agreement, the\nCompany shall not be obligated under this Agreement to make any indemnity in\nconnection with any claim made against Indemnitee:\n\n             (a) for which payment has actually been made to or on behalf of\n     Indemnitee under any insurance policy or other indemnity provision, except\n     with respect to any excess beyond the amount paid under any insurance\n     policy or other indemnity provision; or\n\n             (b) for an accounting of profits made from the purchase and sale\n     (or sale and purchase) by Indemnitee of securities of the Company within\n     the meaning of Section 16(b) of the Securities Exchange Act of 1934, as\n     amended, or similar provisions of state statutory law or common law; or\n\n                                      -6-\n\n \n             (c) in connection with any Proceeding (or any part of any\n     Proceeding) initiated by Indemnitee, including any Proceeding (or any part\n     of any Proceeding) initiated by Indemnitee against the Company or its\n     directors, officers, employees or other indemnitees, unless (i) the Board\n     of Directors of the Company authorized the Proceeding (or any part of any\n     Proceeding) prior to its initiation or (ii) the Company provides the\n     indemnification, in its sole discretion, pursuant to the powers vested in\n     the Company under applicable law.\n\n     9.  Advances of Expenses. Notwithstanding any provision of this Agreement\nto the contrary, the Company shall advance the expenses incurred by Indemnitee\nin connection with any Proceeding within 10 days after the receipt by the\nCompany of a statement or statements requesting such advances from time to time,\nwhether prior to or after final disposition of any Proceeding. Advances shall be\nunsecured and interest free. Advances shall be made without regard to\nIndemnitee's ability to repay the expenses and without regard to Indemnitee's\nultimate entitlement to indemnification under the other provisions of this\nAgreement. Advances shall include any and all reasonable Expenses incurred\npursuing an action to enforce this right of advancement, including Expenses\nincurred preparing and forwarding statements to the Company to support the\nadvances claimed. The Indemnitee shall qualify for advances solely upon the\nexecution and delivery to the Company of an undertaking providing that the\nIndemnitee undertakes to repay the advance to the extent that it is ultimately\ndetermined that Indemnitee is not entitled to be indemnified by the Company.\nThis Section 9 shall not apply to any claim made by Indemnitee for which\nindenity is excluded pursuant to Section 8.\n\n     10. Procedure for Notification and Defense of Claim.\n\n             (a) To obtain indemnification under this Agreement, Indemnitee\n     shall submit to the Company a written request, including therein or\n     therewith such documentation and information as is reasonably available to\n     Indemnitee and is reasonably necessary to determine whether and to what\n     extent Indemnitee is entitled to indemnification, not later than thirty\n     (30) days after receipt by Indemnitee of notice of the commencement of any\n     Proceeding. The omission to notify the Company will not relieve the Company\n     from any liability which it may have to Indemnitee otherwise than under\n     this Agreement. The Secretary of the Company shall, promptly upon receipt\n     of such a request for indemnification, advise the Board in writing that\n     Indemnitee has requested indemnification.\n\n             (b) The Company will be entitled to participate in the Proceeding\n     at its own expense.\n\n     11. Procedure Upon Application for Indemnification.\n\n             (a) Upon written request by Indemnitee for indemnification pursuant\n     to the first sentence of Section 10(a), a determination, if required by\n     applicable law, with respect to Indemnitee's entitlement thereto shall be\n     made in the specific case: (i) if a Change in Control shall have occurred,\n     by Independent Counsel in a written opinion to the Board of Directors, a\n     copy of which shall be delivered to Indemnitee; or (ii) if a Change in\n     Control shall not have occurred, (A) by a majority vote of the\n     Disinterested Directors, even though \n\n                                      -7-\n\n \n     less than a quorum of the Board, or (B) if there are no such Disinterested\n     Directors or, if such Disinterested Directors so direct, by Independent\n     Counsel in a written opinion to the Board, a copy of which shall be\n     delivered to Indemnitee or (C) if so directed by the Board, by the\n     stockholders of the Company; and, if it is so determined that Indemnitee is\n     entitled to indemnification, payment to Indemnitee shall be made within ten\n     (10) days after such determination. Indemnitee shall cooperate with the\n     person, persons or entity making such determination with respect to\n     Indemnitee's entitlement to indemnification, including providing to such\n     person, persons or entity upon reasonable advance request any documentation\n     or information which is not privileged or otherwise protected from\n     disclosure and which is reasonably available to Indemnitee and reasonably\n     necessary to such determination. Any costs or expenses (including\n     attorneys' fees and disbursements) incurred by Indemnitee in so cooperating\n     with the person, persons or entity making such determination shall be borne\n     by the Company (irrespective of the determination as to Indemnitee's\n     entitlement to indemnification) and the Company hereby indemnifies and\n     agrees to hold Indemnitee harmless therefrom.\n\n             (b) In the event the determination of entitlement to\n     indemnification is to be made by Independent Counsel pursuant to Section\n     11(a) hereof, the Independent Counsel shall be selected as provided in this\n     Section 11(b). If a Change in Control shall not have occurred, the\n     Independent Counsel shall be selected by the Board of Directors, and the\n     Company shall give written notice to Indemnitee advising him of the\n     identity of the Independent Counsel so selected. If a Change in Control\n     shall have occurred, the Independent Counsel shall be selected by\n     Indemnitee (unless Indemnitee shall request that such selection be made by\n     the Board of Directors, in which event the preceding sentence shall apply),\n     and Indemnitee shall give written notice to the Company advising it of the\n     identity of the Independent Counsel so selected. In either event,\n     Indemnitee or the Company, as the case may be, may, within 10 days after\n     such written notice of selection shall have been given, deliver to the\n     Company or to Indemnitee, as the case may be, a written objection to such\n     selection; provided, however, that such objection may be asserted only on\n                --------  -------\n     the ground that the Independent Counsel so selected does not meet the\n     requirements of 'Independent Counsel' as defined in Section 2 of this\n     Agreement, and the objection shall set forth with particularity the factual\n     basis of such assertion. Absent a proper and timely objection, the person\n     so selected shall act as Independent Counsel. If such written objection is\n     so made and substantiated, the Independent Counsel so selected may not\n     serve as Independent Counsel unless and until such objection is withdrawn\n     or a court has determined that such objection is without merit. If, within\n     20 days after submission by Indemnitee of a written request for\n     indemnification pursuant to Section 10(a) hereof, no Independent Counsel\n     shall have been selected and not objected to, either the Company or\n     Indemnitee may petition a court of competent jurisdiction for resolution of\n     any objection which shall have been made by the Company or Indemnitee to\n     the other's selection of Independent Counsel and\/or for the appointment as\n     Independent Counsel of a person selected by the Court or by such other\n     person as the Court shall designate, and the person with respect to whom\n     all objections are so resolved or the person so appointed shall act as\n     Independent Counsel under Section 11(a) hereof. Upon the due commencement\n     of any judicial proceeding or arbitration pursuant to Section 13(a) of this\n     Agreement, Independent Counsel shall be discharged and relieved of \n\n                                      -8-\n\n \n     any further responsibility in such capacity (subject to the applicable\n     standards of professional conduct then prevailing).\n\n     12. Presumptions and Effect of Certain Proceedings.\n\n             (a) In making a determination with respect to entitlement to\n     indemnification hereunder, the person or persons or entity making such\n     determination shall presume that Indemnitee is entitled to indemnification\n     under this Agreement if Indemnitee has submitted a request for\n     indemnification in accordance with Section 10(a) of this Agreement, and the\n     Company shall have the burden of proof to overcome that presumption in\n     connection with the making by any person, persons or entity of any\n     determination contrary to that presumption. Neither the failure of the\n     Company (including by its directors or independent legal counsel) to have\n     made a determination prior to the commencement of any action pursuant to\n     this Agreement that indemnification is proper in the circumstances because\n     Indemnitee has met the applicable standard of conduct, nor an actual\n     determination by the Company (including by its directors or independent\n     legal counsel) that Indemnitee has not met such applicable standard of\n     conduct, shall be a defense to the action or create a presumption that\n     Indemnitee has not met the applicable standard of conduct.\n\n             (b) If the person, persons or entity empowered or selected under\n     Section 11 of this Agreement to determine whether Indemnitee is entitled to\n     indemnification shall not have made a determination within sixty (60) days\n     after receipt by the Company of the request therefor, the requisite\n     determination of entitlement to indemnification shall be deemed to have\n     been made and Indemnitee shall be entitled to such indemnification, absent\n     (i) a misstatement by Indemnitee of a material fact, or an omission of a\n     material fact necessary to make Indemnitee's statement not materially\n     misleading, in connection with the request for indemnification, or (ii) a\n     prohibition of such indemnification under applicable law; provided,\n     however, that such 60-day period may be extended for a reasonable time, not\n     to exceed an additional thirty (30) days, if the person, persons or entity\n     making the determination with respect to entitlement to indemnification in\n     good faith requires such additional time for the obtaining or evaluating of\n     documentation and\/or information relating thereto; and provided, further,\n     that the foregoing provisions of this Section 12(b) shall not apply (i) if\n     the determination of entitlement to indemnification is to be made by the\n     stockholders pursuant to Section 11(a) of this Agreement and if (A) within\n     fifteen (15) days after receipt by the Company of the request for such\n     determination the Board of Directors has resolved to submit such\n     determination to the stockholders for their consideration at an annual\n     meeting thereof to be held within seventy five (75) days after such receipt\n     and such determination is made thereat, or (B) a special meeting of\n     stockholders is called within fifteen (15) days after such receipt for the\n     purpose of making such determination, such meeting is held for such purpose\n     within sixty (60) days after having been so called and such determination\n     is made thereat, or (ii) if the determination of entitlement to\n     indemnification is to be made by Independent Counsel pursuant to Section\n     11(a) of this Agreement.\n\n             (c)  The termination of any Proceeding or of any claim, issue or\n     matter therein, by judgment, order, settlement or conviction, or upon a\n     plea of nolo contendere or its equivalent, shall not (except as otherwise\n             ---------------\n     expressly provided in this Agreement) of itself\n\n                                      -9-\n\n \n     adversely affect the right of Indemnitee to indemnification or create a\n     presumption that Indemnitee did not act in good faith and in a manner which\n     he reasonably believed to be in or not opposed to the best interests of the\n     Company or, with respect to any criminal Proceeding, that Indemnitee had\n     reasonable cause to believe that his conduct was unlawful.\n\n             (d) Reliance as Safe Harbor. For purposes of any determination of\n                 -----------------------\n     good faith, Indemnitee shall be deemed to have acted in good faith if\n     Indemnitee's action is based on the records or books of account of the\n     Enterprise, including financial statements, or on information supplied to\n     Indemnitee by the officers of the Enterprise in the course of their duties,\n     or on the advice of legal counsel for the Enterprise or on information or\n     records given or reports made to the Enterprise by an independent certified\n     public accountant or by an appraiser or other expert selected with the\n     reasonable care by the Enterprise. The provisions of this Section 12(d)\n     shall not be deemed to be exclusive or to limit in any way the other\n     circumstances in which the Indemnitee may be deemed to have met the\n     applicable standard of conduct set forth in this Agreement.\n\n             (e) Actions of Others. The knowledge and\/or actions, or failure to\n                 -----------------\n     act, of any director, officer, agent or employee of the Enterprise shall\n     not be imputed to Indemnitee for purposes of determining the right to\n     indemnification under this Agreement.\n\n     13.  Remedies of Indemnitee.\n\n             (a) In the event that (i) a determination is made pursuant to\n     Section 11 of this Agreement that Indemnitee is not entitled to\n     indemnification under this Agreement, (ii) advancement of Expenses is not\n     timely made pursuant to Section 9 of this Agreement, (iii) no determination\n     of entitlement to indemnification shall have been made pursuant to Section\n     11(a) of this Agreement within 45 days after receipt by the Company of the\n     request for indemnification, (iv) payment of indemnification is not made\n     pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this\n     Agreement within ten (10) days after receipt by the Company of a written\n     request therefor, or (v) payment of indemnification pursuant to Section 3\n     or 4 of this Agreement is not made within ten (10) days after a\n     determination has been made that Indemnitee is entitled to indemnification,\n     Indemnitee shall be entitled to an adjudication by a court of his\n     entitlement to such indemnification or advancement of Expenses.\n     Alternatively, Indemnitee, at his option, may seek an award in arbitration\n     to be conducted by a single arbitrator pursuant to the Commercial\n     Arbitration Rules of the American Arbitration Association. The Company\n     shall not oppose Indemnitee's right to seek any such adjudication or award\n     in arbitration.\n\n             (b) In the event that a determination shall have been made pursuant\n     to Section 11(a) of this Agreement that Indemnitee is not entitled to\n     indemnification, any judicial proceeding or arbitration commenced pursuant\n     to this Section 13 shall be conducted in all respects as a de novo trial,\n                                                                -- ----\n     or arbitration, on the merits and Indemnitee shall not be prejudiced by\n     reason of that adverse determination. In any judicial proceeding or\n     arbitration commenced pursuant to this Section 13 the Company shall have\n     the burden of proving Indemnitee is not entitled to indemnification or\n     advancement of Expenses, as the case may \n\n                                      -10-\n\n \n     be.\n\n             (c) If a determination shall have been made pursuant to Section\n     11(a) of this Agreement that Indemnitee is entitled to indemnification, the\n     Company shall be bound by such determination in any judicial proceeding or\n     arbitration commenced pursuant to this Section 13, absent (i) a\n     misstatement by Indemnitee of a material fact, or an omission of a material\n     fact necessary to make Indemnitee's statement not materially misleading, in\n     connection with the request for indemnification, or (ii) a prohibition of\n     such indemnification under applicable law.\n\n             (d) In the event that Indemnitee, pursuant to this Section 13,\n     seeks a judicial adjudication of or an award in arbitration to enforce his\n     rights under, or to recover damages for breach of, this Agreement,\n     Indemnitee shall be entitled to recover from the Company, and shall be\n     indemnified by the Company against, any and all Expenses actually and\n     reasonably incurred by him in such judicial adjudication or arbitration. If\n     it shall be determined in said judicial adjudication or arbitration that\n     Indemnitee is entitled to receive part but not all of the indemnification\n     or advancement of Expenses sought, the Indemnitee shall be entitled to\n     recover from the Company, and shall be indemnified by the Company against,\n     any and all Expenses reasonably incurred by Indemnitee in connection with\n     such judicial adjudication or arbitration.\n\n             (e) The Company shall be precluded from asserting in any judicial\n     proceeding or arbitration commenced pursuant to this Section 13 that the\n     procedures and presumptions of this Agreement are not valid, binding and\n     enforceable and shall stipulate in any such court or before any such\n     arbitrator that the Company is bound by all the provisions of this\n     Agreement. The Company shall indemnify Indemnitee against any and all\n     Expenses and, if requested by Indemnitee, shall (within ten (10) days after\n     receipt by the Company of a written request therefor) advance such\n     expenses to Indemnitee, which are incurred by Indemnitee in connection with\n     any action brought by Indemnitee for indemnification or advance of Expenses\n     from the Company under this Agreement or under any directors' and officers'\n     liability insurance policies maintained by the Company, regardless of\n     whether Indemnitee ultimately is determined to be entitled to such\n     indemnification, advancement of Expenses or insurance recovery, as the case\n     may be.\n\n     14.  Non-exclusivity; Survival of Rights; Insurance; Subrogation.\n\n             (a) The rights of indemnification and to receive advancement of\n     Expenses as provided by this Agreement shall not be deemed exclusive of any\n     other rights to which Indemnitee may at any time be entitled under\n     applicable law, the Company's Articles of Incorporation, the Company's\n     Bylaws, any agreement, a vote of stockholders or a resolution of directors,\n     or otherwise. No amendment, alteration or repeal of this Agreement or of\n     any provision hereof shall limit or restrict any right of Indemnitee under\n     this Agreement in respect of any action taken or omitted by such Indemnitee\n     in his Corporate Status prior to such amendment, alteration or repeal. To\n     the extent that a change in Delaware law, whether by statute or judicial\n     decision, permits greater indemnification or advancement of Expenses than\n     would be afforded currently under the Company's Bylaws and this Agreement,\n     it is the intent of the parties hereto that Indemnitee shall enjoy by this\n     Agreement the greater benefits \n\n                                      -11-\n\n \n     so afforded by such change. No right or remedy herein conferred is intended\n     to be exclusive of any other right or remedy, and every other right and\n     remedy shall be cumulative and in addition to every other right and remedy\n     given hereunder or now or hereafter existing at law or in equity or\n     otherwise. The assertion or employment of any right or remedy hereunder, or\n     otherwise, shall not prevent the concurrent assertion or employment of any\n     other right or remedy.\n\n             (b) To the extent that the Company maintains an insurance policy or\n     policies providing liability insurance for directors, officers, employees,\n     or agents of the Company or of any other corporation, partnership, joint\n     venture, trust, employee benefit plan or other enterprise which such person\n     serves at the request of the Company, Indemnitee shall be covered by such\n     policy or policies in accordance with its or their terms to the maximum\n     extent of the coverage available for any such director, officer, employee\n     or agent under such policy or policies. If, at the time of the receipt of a\n     notice of a claim pursuant to Section 2(b) of Section 2 hereof, the Company\n     has director and officer liability insurance in effect, the Company shall\n     give prompt notice of the commencement of such proceeding to the insurers\n     in accordance with the procedures set forth in the respective policies. The\n     Company shall thereafter take all necessary or desirable action to cause\n     such insurers to pay, on behalf of the Indemnitee, all amounts payable as a\n     result of such proceeding in accordance with the terms of such policies.\n\n             (c) In the event of any payment under this Agreement, the Company\n     shall be subrogated to the extent of such payment to all of the rights of\n     recovery of Indemnitee, who shall execute all papers required and take all\n     action necessary to secure such rights, including execution of such\n     documents as are necessary to enable the Company to bring suit to enforce\n     such rights.\n\n             (d) The Company shall not be liable under this Agreement to make\n     any payment of amounts otherwise indemnifiable (or for which advancement is\n     provided hereunder) hereunder if and to the extent that Indemnitee has\n     otherwise actually received such payment under any insurance policy,\n     contract, agreement or otherwise.\n\n             (e) The Company's obligation to indemnify or advance Expenses\n     hereunder to Indemnitee who is or was serving at the request of the Company\n     as a director, officer, employee or agent of any other corporation,\n     partnership, joint venture, trust, employee benefit plan or other\n     enterprise shall be reduced by any amount Indemnitee has actually received\n     as indemnification or advancement of expenses from such other corporation,\n     partnership, joint venture, trust, employee benefit plan or other\n     enterprise.\n\n     15. Duration of Agreement. This Agreement shall continue until and\nterminate upon the later of: (a) 10 years after the date that Indemnitee shall\nhave ceased to serve as a director or officer of the Company or as a director,\nofficer, employee or agent of any other corporation, partnership, joint venture,\ntrust, employee benefit plan or other enterprise which Indemnitee served at the\nrequest of the Company; or (b) 1 year after the final termination of any\nProceeding then pending in respect of which Indemnitee is granted rights of\nindemnification or advancement of Expenses hereunder and of any proceeding\ncommenced by Indemnitee pursuant to Section 13 \n\n                                      -12-\n\n \nof this Agreement relating thereto. This Agreement shall be binding upon the\nCompany and its successors and assigns and shall inure to the benefit of\nIndemnitee and his heirs, executors and administrators.\n\n     16.  Severability.  If any provision or provisions of this Agreement shall\nbe held to be invalid, illegal or unenforceable for any reason whatsoever: (a)\nthe validity, legality and enforceability of the remaining provisions of this\nAgreement (including without limitation, each portion of any Section of this\nAgreement containing any such provision held to be invalid, illegal or\nunenforceable, that is not itself invalid, illegal or unenforceable) shall not\nin any way be affected or impaired thereby and shall remain enforceable to the\nfullest extent permitted by law; (b) such provision or provisions shall be\ndeemed reformed to the extent necessary to conform to applicable law and to give\nthe maximum effect to the intent of the parties hereto; and (c) to the fullest\nextent possible, the provisions of this Agreement (including, without\nlimitation, each portion of any Section of this Agreement containing any such\nprovision held to be invalid, illegal or unenforceable, that is not itself\ninvalid, illegal or unenforceable) shall be construed so as to give effect to\nthe intent manifested thereby.\n\n     17.  Enforcement.\n\n             (a) The Company expressly confirms and agrees that it has entered\n     into this Agreement and assumed the obligations imposed on it hereby in\n     order to induce Indemnitee to serve as a director or officer of the\n     Company, and the Company acknowledges that Indemnitee is relying upon this\n     Agreement in serving as a director or officer of the Company.\n\n             (b) This Agreement constitutes the entire agreement between the\n     parties hereto with respect to the subject matter hereof and supersedes all\n     prior agreements and understandings, oral, written and implied, between the\n     parties hereto with respect to the subject matter hereof.\n\n     18. Modification and Waiver. No supplement, modification or amendment of\nthis Agreement shall be binding unless executed in writing by the parties\nthereto. No waiver of any of the provisions of this Agreement shall be deemed or\nshall constitute a waiver of any other provisions of this Agreement nor shall\nany waiver constitute a continuing waiver.\n\n     19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company\nin writing upon being served with any summons, citation, subpoena, complaint,\nindictment, information or other document relating to any Proceeding or matter\nwhich may be subject to indemnification or advancement of Expenses covered\nhereunder. The failure of Indemnitee to so notify the Company shall not relieve\nthe Company of any obligation which it may have to the Indemnitee under this\nAgreement or otherwise.\n\n     20. Notices. All notices, requests, demands and other communications under\nthis Agreement shall be in writing and shall be deemed to have been duly given\n(a) if delivered by hand and receipted for by the party to whom said notice or\nother communication shall have been \n\n                                      -13-\n\n \ndirected, or (b) mailed by certified or registered mail with postage prepaid, on\nthe third business day after the date on which it is so mailed:\n\n             (a) If to Indemnitee, at the address indicated on the signature\n     page of this Agreement, or such other address as Indemnitee shall provide\n     to the Company.\n\n             (b) If to the Company, to One AMD Place, Sunnyvale, California\n     94086, Attn: General Counsel, or to any other address as may have been\n     furnished to Indemnitee by the Company.\n\n     21. Contribution. To the fullest extent permissible under applicable law,\nif the indemnification provided for in this Agreement is unavailable to\nIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying\nIndemnitee, shall contribute to the amount incurred by Indemnitee, whether for\njudgments, fines, penalties, excise taxes, amounts paid or to be paid in\nsettlement and\/or for Expenses, in connection with any claim relating to an\nindemnifiable event under this Agreement, in such proportion as is deemed fair\nand reasonable in light of all of the circumstances of such Proceeding in order\nto reflect (i) the relative benefits received by the Company and Indemnitee as a\nresult of the event(s) and\/or transaction(s) giving cause to such Proceeding;\nand\/or (ii) the relative fault of the Company (and its directors, officers,\nemployees and agents) and Indemnitee in connection with such event(s) and\/or\ntransaction(s).\n\n     22. Applicable Law and Consent to Jurisdiction. This Agreement and the\nlegal relations among the parties shall be governed by, and construed and\nenforced in accordance with, the laws of the State of Delaware, without regard\nto its conflict of laws rules. Except with respect to any arbitration commenced\nby Indemnitee pursuant to Section 10(a) of this Agreement, the Company and\nIndemnitee hereby irrevocably and unconditionally (i) agree that any action or\nproceeding arising out of or in connection with this Agreement shall be brought\nonly in the Chancery Court of the State of Delaware (the 'Delaware Court'), and\nnot in any other state or federal court in the United States of America or any\ncourt in any other country, (ii) consent to submit to the exclusive jurisdiction\nof the Delaware Court for purposes of any action or proceeding arising out of or\nin connection with this Agreement, (iii) appoint, to the extent such party is\nnot a resident of the State of Delaware, irrevocably RL&amp;F Service Corp., One\nRodney Square, 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as\nits agent in the State of Delaware as such party's agent for acceptance of legal\nprocess in connection with any such action or proceeding against such party with\nthe same legal force and validity as if served upon such party personally within\nthe State of Delaware, (iv) waive any objection to the laying of venue of any\nsuch action or proceeding in the Delaware Court, and (v) waive, and agree not to\nplead or to make, any claim that any such action or proceeding brought in the\nDelaware Court has been brought in an improper or inconvenient forum.\n\n     23.  Identical Counterparts.  This Agreement may be executed in one or more\ncounterparts, each of which shall for all purposes be deemed to be an original\nbut all of which together shall constitute one and the same Agreement.  Only one\nsuch counterpart signed by the party against whom enforceability is sought needs\nto be produced to evidence the existence of this Agreement.\n\n                                      -14-\n\n \n     24.  Miscellaneous. Use of the masculine pronoun shall be deemed to include\nusage of the feminine pronoun where appropriate. The headings of the paragraphs\nof this Agreement are inserted for convenience only and shall not be deemed to\nconstitute part of this Agreement or to affect the construction thereof.\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as\nof the day and year first above written.\n\nADVANCED MICRO DEVICES, INC.                 INDEMNITEE\n\n\n------------------------------               -----------------------------\nBy:                                          Name:\n   Chief Executive Officer                   Address:\n\n                                      -15-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9553,9557],"class_list":["post-40827","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40827","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40827"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40827"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40827"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40827"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}