Intel 1996 Annual Report Download - page 28

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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 7. 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 or service at any time.
7. ADJUSTMENT OF AND CHANGES IN THE STOCK
(a) In the event that the shares of Common Stock of the Corporation shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, split- up, combination of shares, or otherwise), or if the number of shares of Common Stock of the Corporation shall be
increased through a stock split or the payment of a stock dividend, then there shall be substituted for or added to each share of common stock of
the Corporation theretofore appropriated or thereafter subject or which may become subject to an option under the Plan, the number and kind of
shares of stock or other securities into which each outstanding share of common stock of the Corporation shall so be changed, or for which
each such share shall be exchanged, or to which each such share shall be entitled, as the case may be. 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, then if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in any option theretofore granted or which may be granted under the Plan, such adjustment shall be made in
accordance with such determination.