Intel 2002 Annual Report Download - page 77

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not more than ten (10) years from the grant date. The effective date of each option granted hereunder shall be the date on
which the grant was made.
(c)
Suspension or Termination of Option : The Chief Executive Officer, President, Chief Operating Officer, Vice President for
Human Resources and General Counsel of the Corporation (any such person, an “Authorized Officer”) each may provide at
any time (including after a notice of exercise has been delivered) and from time to time that the right to exercise an option may
be suspended pending a determination by an Authorized Officer or the Committee on whether a Participant to whom the option
was granted or an optionholder has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed
to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules; has made an unauthorized disclosure
of any Corporation trade secret or confidential information; has engaged in any conduct constituting unfair competition; has
induced any customer of the Corporation to breach a contract with the Corporation or any principal for whom the Corporation
acts as agent to terminate such agency relationship; or has engaged in any other act or conduct proscribed by the Committee
from time to time (any such act or conduct, individually or collectively, sometime hereinafter referred to as “Misconduct”).
No
person shall be entitled to exercise any option granted to a Participant or held by an optionholder if the Authorized Officer or
the Committee, as the case may be, has determined such Participant or optionholder to have engaged in any Misconduct.
(d)
Conditions and Restrictions Upon Securities Subject to Options : The Committee may provide that the shares of Common
Stock issued upon exercise of an option shall be subject to such further conditions or agreements as the Committee in its
discretion may specify prior to the exercise of such option, including without limitation, conditions on vesting or
transferability, forfeiture or repurchase provisions and method of payment for the shares issued upon exercise (including the
actual or constructive surrender of Common Stock already owned by the Participant). The Committee may establish rules for
the deferred delivery of Common Stock upon exercise of an option with 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. Stock Units represent an unfunded
and unsecured obligation of the Corporation except as otherwise provided by the Committee. 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
4.