Intel 1996 Annual Report Download - page 36

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surrender of Common Stock already owned by the Participant or optionholder). The Committee may establish rules for the deferred delivery of
Common Stock upon exercise of an option with the deferral evidenced by use of "Stock Units" equal in number to the number of shares of
Common Stock whose delivery is so deferred. A "Stock Unit" is a bookkeeping entry representing an amount equivalent to the fair market
value of one share of Common Stock. Unless the Committee specifies otherwise, Stock Units represent an unfunded and unsecured obligation
of the Corporation. Settlement of Stock Units upon expiration of the deferral period shall be made in Common Stock or otherwise as
determined by the Committee. The amount of Common Stock, or other settlement medium, to be so distributed may be increased by an interest
factor or by dividend equivalents. Until a Stock Unit is so settled, the number of shares of Common Stock represented by a Stock Unit shall be
subject to adjustment pursuant to Section 8. Any Stock Units that are settled after the holder's death shall be distributed to the holder's
designated beneficiary(ies) or, if none was designated, the holder's estate.
(h) Other Terms and Conditions: Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate. No option, however, nor anything contained in the Plan shall confer upon any Participant any
right to continue in Intel's employ or service nor limit in any way Intel's right to terminate his or her employment at any time.
7. LOANS
The Corporation may make loans, at the request of the Participant and in the sole discretion of the Board or its Committee, for the purpose of
enabling the Participant to exercise options granted under the Plan and to pay the tax liability resulting from an option exercise under the Plan.
The Board or its Committee shall have full authority to determine the terms and conditions of such loans. Such loans may be secured by the
shares received upon exercise of such option.
8. ADJUSTMENT OF AND CHANGES IN THE STOCK
In the event that the number of shares of Common Stock of the Corporation shall be increased or decreased through reclassification,
combination of shares, a stock split or the payment of a stock dividend, or otherwise, then each share of common stock of the Corporation
which has been authorized for issuance under the Plan, whether such share is then currently subject to or may become subject to an option
under the Plan, shall be proportionately adjusted to reflect such increase or decrease. Outstanding options shall also be amended as to price and
other terms if necessary to reflect the foregoing events.
In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Corporation, or any stock
or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, whether by reason of
merger, consolidation or otherwise, then if the Committee shall, in