Intel 2001 Annual Report Download - page 33

the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or
interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the
corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments,
or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed
receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a
witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses");
provided, however, that except as to actions to enforce indemnification rights pursuant to Section 3 of this Article, the corporation shall
indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding
(or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a
contract right.
Section 2. Authority to Advance Expenses. Expenses incurred by an officer or director (acting in his capacity as such) in defending a
Proceeding shall be paid by the corporation in advance of the final
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disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses
shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in this Article or otherwise.
Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with
respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any
obligation to reimburse the corporation for Expense advances shall be unsecured and no interest shall be charged thereon.
Section 3. Right of Claimant to Bring Suit. If a claim under Section 1 or 2 of this Article is not paid in full by the corporation within
thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the
expense (including attorneys' fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to
the corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law
for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he or
she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Section 4. Provisions Nonexclusive. The rights conferred on any person by this Article shall not be exclusive of any other rights that
such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To
the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with these
Bylaws, the provision, agreement, or vote shall take precedence.
Section 5. Authority to Insure. The corporation may purchase and maintain insurance to protect itself and any Agent against any
Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the
provisions of this Article.
Section 6. Survival of Rights. The rights provided by this Article shall continue as to a person who has ceased to be an Agent and
shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7. Settlement of Claims. The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts
paid in settlement of any action or claim effected without the corporation's written consent, which consent shall not be unreasonably withheld;
or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of
such action.
Section 8. Effect of Amendment. Any amendment, repeal, or modification of this Article shall not adversely affect any right or
protection of any Agent existing at the time of such amendment, repeal, or modification.
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