Intel 2004 Annual Report Download - page 104

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create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.
5. Indemnification for Expenses Incurred in Enforcing Rights
. The Company shall indemnify Indemnitee against
any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to Indemnitee on such terms and conditions as the Board of
Directors deems appropriate, that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for
(i) enforcement of this Agreement,
(ii) indemnification of Expenses or Expense Advances by the Company under this Agreement or any other
agreement or under applicable law or the Company’s articles of incorporation or by-
laws now or hereafter in effect relating to indemnification
for Indemnifiable Events, and/or
(iii) recovery under directors’ and officers’ liability insurance policies maintained by the Company.
6. Notification and Defense of Proceeding .
(a) Notice
. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding,
Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the
commencement thereof; but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee, except
as provided in Section 13(c).
(b) Defense
. With respect to any Proceeding as to which Indemnitee notifies the Company of the
commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided
below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice
from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under
this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other
than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such
Proceeding, but all Expenses related thereto incurred after notice from the company of its assumption of the defense shall be at Indemnitee’
s
expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined
that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control,
the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not within sixty (60)
calendar days in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding
shall be borne by the Company; and (v) if the Company has selected
7.