Intel 2001 Annual Report Download - page 32

writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior
action.
(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
Section 5. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
Other Securities of the Corporation
All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the
Board or the President or any Vice President or such other person as may be authorized by the Board of Directors and the corporate seal
impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated
by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the
signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted
facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated
by a trustee as aforesaid, shall be signed by the Treasurer or Assistant Treasurer of the corporation, or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile
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signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose
facsimile signature shall appear thereon shall have ceased to be such officer of the corporation before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the
corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had
not ceased to be such officer of the corporation.
ARTICLE VIII
Corporate Seal
The corporation shall have a common seal, upon which shall be inscribed:
"Intel Corporation
Incorporated March 1, 1989
Delaware"
In the event the corporation changes its name, the corporate seal shall be changed to reflect such new name.
ARTICLE IX
Indemnification of
Officers, Directors, Employees and Agents
Section 1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved (as a
party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or
was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or
in any other capacity while serving as a director, officer, employee, or agent (hereafter an "Agent"), shall be indemnified and held harmless by