Intel 2004 Annual Report Download - page 99

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whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power
represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the
Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.
(c) Disinterested Director
. a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.
(d) Expenses : any expense, including without limitation, attorneys’
fees, retainers, court costs, transcript
costs, fees and expenses of experts, including accountants and other advisors, travel expenses, duplicating costs, postage, delivery service fees,
filing fees, and all other disbursements or expenses of the types typically paid or incurred 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 relating to any Indemnifiable
Event, and any expenses of establishing a right to indemnification under Sections 2, 4 and 5 of this Agreement.
(e) Indemnifiable Event
: any event or occurrence that takes place either prior to or after the execution of this
Agreement, related to the fact that Indemnitee is or was a director, officer or employee of the Company, or while a director, officer or
employee, is or was serving at the request of the Company as a director, officer, employee, trustee, agent, limited partner, member or fiduciary
of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director,
officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at
the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the
basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving
as a director, officer, employee, or agent of the Company, as described above.
(f) Independent Counsel : the person or body appointed in connection with Section 3.
(g) Potential Change in Control
: shall be deemed to have occurred if (i) the Company enters into an
agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the
Company) publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control;
(iii) any person (other than a
2.