Intel 2005 Annual Report Download - page 276

5.
the extent not previously exercised and whether or not the option had vested on or prior to the date of employment termination, at
any time prior to 365 days from the date of determination of your Disablement as described in this Section 9; provided, however,
that while the claim of Disablement is pending, options that were unvested at termination of employment may not be exercised and
options that were vested at termination of employment may be exercised only during the period set forth in Section 7 hereof. The
option shall terminate on the 365th day from the date of determination of Disablement, to the extent that it is unexercised. For
purposes of this Agreement, “Disablement” shall be determined in accordance with the standards and procedures of the then-
current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not
a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you,
“Disablement” shall have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a
physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as
determined by the Corporation.
10.
INCOME TAXES WITHHOLDING
You will be subject to taxation in accordance with the tax laws of the country where you are resident or employed. If you are an
U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the extent required by applicable federal, state, local or
foreign law, you shall make arrangements satisfactory to Intel or the Subsidiary that employs you for the satisfaction of any
withholding tax obligations that arise by reason of an option exercise or any sale of shares of the Common Stock. Intel shall not be
required to issue shares of the Common Stock or to recognize any purported transfer of shares of the Common Stock until such
obligations are satisfied. The Committee may permit these obligations to be satisfied by having Intel withhold a portion of the
shares of the Common Stock that otherwise would be issued to you upon exercise of the option, or to the extent permitted by the
Committee, by tendering shares of the Common Stock previously acquired.
11.
TRANSFERABILITY OF OPTION
Unless otherwise provided by the Committee, each option shall be transferable only
(a)
pursuant to your will or upon your death to your beneficiaries, or
(b)
by gift to your Immediate Family (defined below), partnerships whose only partners are you or members of your Immediate
Family, limited liability companies whose only shareholders are you or members of your Immediate Family, trusts established
solely for the benefit of you or members of your Immediate Family, or private, charitable foundations in