Intel 2002 Annual Report Download - page 76

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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.
5.
PARTICIPANTS
Any person who is an employee of the Corporation (a “Participant”) shall be eligible to be considered for the grant of an option
hereunder unless such person is an “officer or director” as contemplated by Rule 4460 of the Nasdaq Stock Market’s National Market
rules. No option shall be granted to any Participant if immediately after the grant of such option such Participant would own stock,
including stock subject to outstanding options previously granted to him or her, amounting to more than five percent (5%) of the total
combined voting power or value of all classes of stock of Intel. Any person designated by the Corporation as an independent contractor
shall not be treated as an employee under the Plan.
6.
GRANT, TERMS AND CONDITIONS OF OPTIONS
Options may be granted at any time and from time to time prior to the termination of the Plan to Participants selected by the
Committee. However, subject to adjustment pursuant to Section 8, the aggregate number of shares of Common Stock subject to options
granted under this Plan during any calendar year to any one Participant shall not exceed one percent (1%) of the number of shares of
Common Stock outstanding on December 28, 1996. No optionholder shall have any rights as a stockholder with respect to any shares
of Common Stock subject to an option hereunder until said shares have been issued. Options granted pursuant to the Plan need not be
identical but each option shall be subject to the following terms and conditions:
(a)
Price : The exercise price for each option shall be established by the Committee. The exercise price shall not be less than the
fair market value of the stock on the date of grant. The exercise price shall be paid in full at the time of exercise. The exercise
price shall be paid in such form of consideration as the Committee in its discretion shall specify, which may but need not
include, e.g., in cash, by loan (as described in Section 7), by payment under an arrangement with a broker where payment is
made pursuant to an irrevocable direction to the broker to deliver all or part of the proceeds from the sale of the option shares
to the Corporation, by the surrender of shares of Common Stock owned by the optionholder exercising the option or issuable
under an option held by the optionholder and having a fair market value on the date of exercise equal to the option price, or by
any combination of the foregoing.
(b)
Duration and Exercise or Termination of Option : Each option shall be exercisable in such manner and at such times as the
Committee shall determine. However, each option granted must expire within a period of
3.