Intel 2004 Annual Report Download - page 100

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trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company),
who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting
power of the Company’
s then outstanding Voting Securities, increases his beneficial ownership of such securities by 5% or more over the
percentage so owned by such person on the date hereof, or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement,
a Potential Change in Control has occurred.
(h) Proceeding
: any threatened, pending, or completed action, suit, arbitration, alternative dispute
mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any
and all appeals, whether conducted by the Company or any other party, whether civil, criminal, administrative, investigative, or other, and in
each case whether or not commenced prior to the date of this Agreement, that relates to an Indemnifiable Event.
(i) Reviewing Party : the person or body appointed in accordance with Section 3.
(j) Voting Securities : any securities of the Company that vote generally in the election of directors.
2. Agreement to Indemnify .
(a) General Agreement
. In the event Indemnitee was, is, or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses, liability or loss, judgments, fines,
ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and
any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, to the
fullest extent permitted by applicable 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 Company to provide broader indemnification
rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that
expressly permitted by statute.
(b) Initiation of Proceeding
. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall
not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee
against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the
initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted
after a Change in Control.
3.