Intel 2002 Annual Report Download - page 80

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provide for cancellation of any such accelerated option which is not exercised within a time prescribed by the Committee in its
sole discretion.
(c)
No right to purchase fractional shares or fractions of other securities shall result from any adjustment in options pursuant to
this Section. In case of any such adjustment, the shares or other securities subject to the option shall be rounded down to the
nearest whole share of Common Stock or equivalent other security, as the case may be.
9.
REGISTRATION, LISTING OR QUALIFICATION OF SECURITIES
In the event that the Committee determines in its discretion that the registration, listing or qualification of the shares of Common Stock
issuable under the Plan on any securities exchange 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 exercisable or exercised in whole or in part unless such
registration, listing, qualification, consent or approval has been unconditionally obtained.
10.
TAX WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, a Participant or optionholder shall make arrangements
satisfactory to the Committee for the satisfaction of any withholding tax obligations that arise by reason of an option exercise or
disposition of shares of Common Stock issued upon exercise of an option. The Corporation shall not be required to issue shares of
Common Stock or to recognize the disposition of such shares until such obligations are satisfied. The Committee may permit these
obligations to be satisfied by any means permitted under Section 6(a) for the payment of the exercise price of an option.
11.
OPTION GRANTS BY SUBSIDIARIES
In the case of a grant of an option to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be
implemented by Intel issuing any subject shares to the Subsidiary, for such lawful consideration as the Committee may determine, upon
the condition or understanding that the Subsidiary will transfer the shares to the optionholder in accordance with the terms of the option
specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such option may be
issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.
12.
EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN
The Plan was adopted by Intel’s Board of Directors and became effective on January 15, 1997. The Plan was amended and restated by
the Board of Directors on July 16, 1997, to provide for limited transferability of options.
7.