Intel 2003 Annual Report Download - page 117

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 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,
in a court of competent jurisdiction in the state of Delaware, 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.
18.