Intel 1996 Annual Report Download - page 29

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(b) No right to purchase fractional shares shall result from any adjustment in options pursuant to this Section 7. In case of any such adjustment,
the shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Corporation to
each Participant or optionholder which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and
binding for all purposes of the Plan.
(c) Any other provision hereof to the contrary notwithstanding (except Section 6(b)) in the event Intel is a party to a merger or other
reorganization, outstanding options shall be subject to the agreement of merger or reorganization. Such agreement may provide, without
limitation, for the assumption of outstanding options by the surviving corporation or its parent, for their continuation by Intel (if Intel is a
surviving corporation), for accelerated vesting and accelerated expiration, or for settlement in cash.
8. LISTING OR QUALIFICATION OF STOCK
In the event that the Board of Directors determines in its discretion that the listing or qualification of the Plan shares on any securities exchange
or quotation or trading system or under any applicable law or governmental regulation is necessary as a condition to the issuance of such shares
under the option, the option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been
unconditionally obtained.
9. ADMINISTRATION AND AMENDMENT OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of Intel, who shall be appointed by the
Board of Directors. The Board shall fill vacancies and may from time to time remove or add members. All members of the Committee will be
"non-employee directors" as defined in Rule 16b-3 under the Exchange Act and "outside directors" as defined under Section 162(m) of the
Code, but in each case only when required to exempt any grant intended to qualify for an exemption under such provisions. Notwithstanding
the foregoing, unless otherwise restricted by the Board of Directors, the Committee may appoint one or more separate committees (any such
committee, a "Subcommittee") composed of one or more directors of Intel (who may but need not be members of the Committee) and may
delegate to any such Subcommittee(s) the authority to grant options under the Plan to Participants, to determine all terms of such options,
and/or to administer the Plan or any aspect of it. Any action by any such Subcommittee within the scope of such delegation shall be deemed for
all purposes to have been taken by the Committee.
Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan, including, without limitation: (a) to prescribe, amend and rescind rules and regulations relating
to this Plan and to define terms not otherwise defined