Intel 1996 Annual Report Download - page 26

which the option was granted. If the Board of Directors has provided for periodic option grants to all non-employee directors, then when a non-
employee director is elected by the Board of Directors to begin serving as director on a date not coincident with a grant date for such options,
that director will be granted an initial non-employee director option as of the date of the first meeting of the Board of Directors at which he or
she serves as director for a number of shares calculated on a pro-rata basis, based on the number of months remaining until the next regular
grant of options to non-employee directors.
(c) Suspension or Termination of Option: If at any time (including after a notice of exercise has been delivered) the Chief Executive Officer,
President, Chief Operating Officer, Vice President for Human Resources, General Counsel or any of their designees (any such person, an
"Authorized Officer") reasonably believes that a Participant or other optionholder, other than a non-employee director, has committed an act of
misconduct as described in this Section, the Authorized Officer may suspend the Participant's or optionholder's rights to exercise any option
pending a determination of whether an act of misconduct has been committed. If the Board of Directors or an Authorized Officer determines a
Participant or other optionholder, other than a non- employee director, has committed an act of embezzlement, fraud, dishonesty, nonpayment
of any obligation owed to Intel, breach of fiduciary duty or deliberate disregard of Intel rules resulting in loss, damage or injury to Intel, or if a
Participant or other optionholder makes an unauthorized disclosure of any Intel trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any Intel customer to breach a contract with Intel or induces any principal for whom Intel acts as agent
to terminate such agency relationship, neither the Participant or optionholder nor his or her estate shall be entitled to exercise any option
whatsoever. In making such determination, the Board of Directors or an Authorized Officer shall act fairly and shall give the Participant an
opportunity to appear and present evidence on his or her behalf at a hearing before a committee of the Board of Directors. For any Participant
who is an "executive officer" for purposes of
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), the determination of the Board of Directors or of the Authorized
Officer shall be subject to the approval of the Committee.
(d) Termination of Non-Employee Director's Service: Subject to
Section 6(b) and unless the Board of Directors specifies otherwise, upon the termination of the Participant's service as a non-
employee director,
his or her rights to exercise an option then held shall be only as follows:
(1) Death. Upon the death of a non-employee director while in service as a non-employee director of Intel, the non-employee director's rights
will be exercisable by his or her estate or beneficiary at any time during the twelve (12) months next succeeding the date of death. The number
of shares exercisable