Intel 1996 Annual Report Download - page 30

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herein; (b) to determine which persons are Participants (as defined in Section 3 hereof), to which of such Participants, if any, an option shall be
granted hereunder and the timing of any such option grants; (c) to determine the number of shares of Common Stock subject to an option and
the exercise or purchase price of such shares; (d) to establish and verify the extent of satisfaction of any conditions to exercisability applicable
to an option; (e) to waive conditions to and/or accelerate exercisability of an option, either automatically upon the occurrence of specified
events (including in connection with a change of control of the Corporation) or otherwise in its discretion; (f) to prescribe and amend the terms
of option grants made under this Plan (which need not be identical); (g) to determine whether, and the extent to which, adjustments are required
pursuant to Section 7 hereof; and (h) to interpret and construe this Plan, any rules and regulations under the Plan and the terms and conditions
of any option granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Corporation.
All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms
and conditions of any option granted hereunder, shall be final and binding on all Participants and optionholders. The Committee shall consider
such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including,
without limitation, the recommendations or advice of any officer or other employee of the Corporation and such attorneys, consultants and
accountants as it may select.
The Board of Directors may amend or terminate the Plan as desired, without further action by the Corporation's stockholders except to the
extent required by applicable law.
Notwithstanding the above, the provisions of Section 6 relating to non
-employee directors may not be amended more than once every six (6)
months, except to comply with changes to the Code or the rules thereunder.
10. TIME OF GRANTING OPTIONS
The effective date of each option granted hereunder shall be the date on which the grant was made. Within a reasonable time thereafter, Intel
will deliver the option to the Participant.
WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, a Participant or optionholder shall make arrangements satisfactory to
the Corporation for the satisfaction of any withholding tax obligations that arise by reason of an option exercise or any sale of shares. The
Corporation shall not be required to issue shares or to recognize the disposition of such shares until such obligations are satisfied. The
Committee may permit these obligations to be satisfied by having the Corporation withhold a portion of the shares of stock that otherwise
would be issued to him or her upon exercise of the option, or to the extent permitted, by tendering shares previously acquired.