Intel 1996 Annual Report Download - page 23

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1 EXHIBIT 10.1
INTEL CORPORATION
1984 STOCK OPTION PLAN
(Amended and Restated Effective March 26, 1997)
1. PURPOSE
The purpose of this amended and restated Intel Corporation 1984 Stock Option Plan (the "Plan") is to advance the interests of Intel
Corporation, a Delaware corporation and its subsidiaries (hereinafter collectively "Intel" or the "Corporation"), by stimulating the efforts of key
employees on behalf of Intel, heightening the desire of key employees to continue in employment with Intel, assisting Intel in competing
effectively with other enterprises for the services of new employees necessary for the continued improvement of operations, and to attract and
retain the best available personnel for service as directors of the Corporation. This Plan, among other matters, permits the grant of incentive
stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as options which are not
incentive stock options pursuant to Code Section 422, and includes the individual grant limitations required by Section 162(m) of the Code for
the option income of certain individuals to be tax deductible by the Corporation.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the Corporation.
(b) "Committee" shall mean the Compensation Committee appointed by the Board of Directors from among its members to administer this Plan
pursuant to Section 9.
(c) "Disablement" shall have the meaning specified by the Committee in the terms of an option grant or, in the absence of any such term, shall
mean a physical condition arising from an illness or injury which renders an individual incapable of performing work. The determination of the
Committee as to an individual's Disablement shall be conclusive on all of the parties.
(d) "Plan" means the Intel Corporation 1984 Stock Option Plan, as amended and restated herein.
(e) "Retirement" shall have the meaning specified by the Committee in the terms of an option grant or, in the absence of any such term, shall
mean retirement from active employment with Intel at or after age 60. The determination of the Committee as to an individual's Retirement
shall be conclusive on all parties.
(f) "Subsidiary" means any corporation in an unbroken chain of corporations beginning with Intel Corporation where each of the corporations
in the unbroken chain other than the last corporation owns stock possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of