Intel 1996 Annual Report Download - page 37

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its sole discretion, determine that such change equitably requires an adjustment to shares currently subject to options or which may become
subject to options under the Plan, or to prices or terms of outstanding options, such adjustment shall be made in accordance with such
determination. In addition, in the event of such change described in this paragraph, the Board of Directors may accelerate the time or times at
which any option may be exercised and may provide for cancellation of such accelerated options which are not exercised within a time
prescribed by the Board of Directors in its sole discretion.
No right to purchase fractional shares shall result from any adjustment in options pursuant to this Section. In case of any such adjustment, the
shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Corporation to
each Participant or optionholder which shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and
binding for all purposes of the Plan.
9. LISTING OR QUALIFICATION OF STOCK
In the event that the Board of Directors determines in its discretion that the listing or qualification of the Plan shares on any securities exchange
or quotation or trading system or under any applicable law or governmental regulation is necessary as a condition to the issuance of such shares
under the option, the option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been
unconditionally obtained.
10. WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, a Participant or optionholder shall make arrangements satisfactory to
the Corporation for the satisfaction of any withholding tax obligations that arise by reason of an option exercise. The Corporation shall not be
required to issue shares or to recognize the disposition of such shares until such obligations are satisfied. The Committee may permit these
obligations to be satisfied by having the Corporation withhold a portion of the shares of stock that otherwise would be issued to him or her
upon exercise of the option, or to the extent permitted, by tendering shares previously acquired.
11. ADMINISTRATION AND AMENDMENT OF THE PLAN
The Plan shall be administered by the Committee which shall consist of at least two persons appointed by the Board of Directors. The Board of
Directors shall fill vacancies and may from time to time remove or add members. All members of the Committee will be "non-employee
directors" as defined in Rule 16b-3 under the Exchange Act and "outside directors" as defined under Section 162(m) of the Code, but in each
case only when required to exempt any grant intended to qualify for an exemption under such provisions. Notwithstanding the foregoing,
unless otherwise restricted by the Board of Directors, the Committee may appoint one or more separate committees (any such committee, a
"Subcommittee") composed of one or more directors of Intel (who may but need not be