Intel 2004 Annual Report Download - page 101

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(c) Expense Advances
. If so requested by Indemnitee, the Company shall advance any and all Expenses to
Indemnitee (an “Expense Advance”)
within thirty (30) calendar days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances, whether prior to or after final disposition of any Proceeding. Advances shall be made without
regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’
s ultimate entitlement to indemnification under the
provisions of this Agreement. The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an
undertaking in form and substance reasonably satisfactory to the Company providing that the Indemnitee undertakes to repay the advance if
and to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. Advances shall include any
and all reasonable Expenses incurred pursuing an action to enforce this right of advancement. If Indemnitee has commenced legal proceedings
in a court of competent jurisdiction in the State of Delaware to secure a determination that Indemnitee should be indemnified under applicable
law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).
Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.
(d) Mandatory Indemnification
. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense
of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.
(e) Partial Indemnification
. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
3. Reviewing Party .
(a) Prior to any Change in Control, the person, persons or entity (“the Reviewing Party”)
who shall determine
whether Indemnitee is entitled to indemnification in the first instance shall be (a) the Board of Directors of the Company acting by a majority
vote of Disinterested Directors, whether or not such majority constitutes a quorum of the Board of Directors; (b) a committee of Disinterested
Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (c) if there are no Disinterested
Directors, or if the
4.