Exhibit

10.1




 




 




INDEMNIFICATION

AGREEMENT




 




THIS AGREEMENT is entered

into, effective as of

                      ,

between INTEL CORPORATION, a Delaware corporation (the “Company”) and                                                                 

(“Indemnitee”).




 




WHEREAS, it is essential

to the Company to retain and attract as directors and officers the most capable

persons available;




 




WHEREAS, Indemnitee is a

director and/or officer of the Company;




 




WHEREAS, both the Company

and Indemnitee recognize the increased risk of litigation and other claims

currently being asserted against directors and officers of corporations; and




 




WHEREAS, in recognition

of Indemnitee’s need for substantial protection against personal liability in

order to enhance Indemnitee’s continued and effective service to the Company,

and in order to induce Indemnitee to provide services to the Company as a

director or officer, the Company wishes to provide in this Agreement for the

indemnification of and the advancing of expenses to Indemnitee to the fullest

extent (whether partial or complete) permitted by law and as set forth in this

Agreement, and, to the extent insurance is maintained, for the coverage of

Indemnitee under the Company’s directors’ and officers’ liability insurance policies.




 




NOW, THEREFORE, in

consideration of the above premises and of Indemnitee’s continuing to serve the

Company directly or, at its request, with another enterprise, and intending to

be legally bound hereby, the parties agree as follows:




 




1.             Certain Definitions:




 




(a)           Board:  the Board of Directors of the Company.




 




(b)           Change in Control:  shall be deemed to have occurred if (i) any

“person” (as such term is used in Sections 13(d) and 14(d) of the Securities

Exchange Act of 1934, as amended), other than a trustee or other fiduciary

holding securities under an employee benefit plan of the Company or a

corporation owned directly or indirectly by the shareholders of the Company in

substantially the same proportions as their ownership of stock of the Company,

is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act),

directly or indirectly, of securities of the Company representing 20% or more

of the total voting power represented by the Company’s then outstanding Voting

Securities, or (ii) during any period of two consecutive years, individuals who

at the beginning of such period constitute the Board and any new director whose

election by the Board or nomination for election by the Company’s shareholders

was approved by a vote of at least two-thirds (2/3) of the directors then still

in office who either were directors at the beginning of the period or whose

election or nomination for election was previously so approved, cease for any

reason to constitute a majority thereof, or (iii) the shareholders of the

Company approve




 




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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 shareholders 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 or officer of the Company, or while a

director or officer, 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 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 shareholders of the Company

in substantially the same proportions as their ownership




 




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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.




 




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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 Disinterested

Directors so direct, by Independent Counsel (as described below in Section

3(b)) in a written determination to the Board of Directors, a copy of which

shall be delivered to Indemnitee.




 




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(b)           After a Change in Control, the

Reviewing Party shall be the Independent Counsel referred to below.  With respect to all matters arising from a

Change in Control (other than a Change in Control approved by a majority of the

directors on the Board who were directors immediately prior to such Change in

Control) concerning the rights of Indemnitee to indemnity payments and Expense

Advances under this Agreement or any other agreement or under applicable law or

the Company’s articles of incorporation or by-laws now or hereafter in effect

relating to indemnification for Indemnifiable Events, the Company shall seek

legal advice only from Independent Counsel selected by Indemnitee and approved

by the Company (which approval shall not be unreasonably withheld), and who has

not otherwise performed services for the Company or the Indemnitee (other than

in connection with indemnification matters) within the last five years.  The Independent Counsel shall not include

any person who, under the applicable standards of professional conduct then

prevailing, would have a conflict of interest in representing either the

Company or Indemnitee in an action to determine Indemnitee’s rights under this

Agreement.  Such counsel, among other

things, shall render its written opinion to the Company and Indemnitee as to

whether and to what extent the Indemnitee should be permitted to be indemnified

under applicable law.  The Company

agrees to pay the reasonable fees of the Independent Counsel and to indemnify

fully such counsel against any and all expenses (including attorneys’ fees),

claims, liabilities, loss, and damages arising out of or relating to this

Agreement or the engagement of Independent Counsel pursuant hereto.




 




4.             Indemnification Process and

Appeal.




 




(a)           Indemnification Payment.  Indemnitee shall be entitled to

indemnification of Expenses, and shall receive payment thereof, from the

Company in accordance with this Agreement within thirty (30) calendar days

after Indemnitee has made written demand on the Company for indemnification

(which written demand shall include such documentation and information as is

reasonably available to Indemnitee and is reasonably necessary to determine

whether and to what extent Indemnitee is entitled to indemnification), unless

the Reviewing Party has provided a written determination to the Company that

Indemnitee is not entitled to indemnification under applicable law.  The Reviewing Party making the determination

with respect to Indemnitee’s entitlement to indemnification shall notify

Indemnitee of such written determination no later than two (2) business days

thereafter.




 




(b)           Suit to Enforce Rights.  If (i) no determination of entitlement to

indemnification shall have been made within thirty (30) calendar days after

Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of

indemnification pursuant to Section 4(a) is not made within thirty (30)

calendar days after a determination has been made that Indemnitee is entitled

to indemnification, (iii) the Reviewing Party determines pursuant to Section

4(a) that Indemnitee is not entitled to indemnification under this Agreement,

or (iv) Indemnitee has not received advancement of Expenses within thirty

(30) calendar days after making such a request in accordance with Section 2(c),

then Indemnitee shall have the right to enforce its indemnification rights

under this Agreement by commencing litigation in any court of competent

jurisdiction in the State of Delaware seeking an initial determination by the

court or




 




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challenging any determination by the Reviewing Party

or any aspect thereof.  The Company

hereby consents to service of process and to appear in any such

proceeding.  Any determination by the

Reviewing Party not challenged by the Indemnitee on or before the first

anniversary of the date of the Reviewing Party’s determination shall be binding

on the Company and Indemnitee.  The

remedy provided for in this Section 4 shall be in addition to any other remedies

available to Indemnitee in law or equity.




 




(c)           Defense to Indemnification, Burden

of Proof, and Presumptions.




 




(i)  To the maximum extent permitted by

applicable law in making a determination with respect to entitlement to

indemnification (or advancement of expenses) hereunder, the Reviewing Party

shall presume that an Indemnitee is entitled to indemnification (or advancement

of expenses) under this Agreement if Indemnitee has submitted a request for

indemnification in accordance with Section 4(a) of this Agreement, and the

Company shall have the burden of proof to overcome that presumption in

connection with the making by the Reviewing Party of any determination contrary

to that presumption.




 




(ii)  It shall be a defense to any action brought

by Indemnitee against the Company to enforce this Agreement (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 Company) that it is not permissible under applicable

law for the Company to indemnify Indemnitee for the amount claimed.




 




(iii)  In connection with any action brought

pursuant to Section 4(c)(ii) as to whether Indemnitee is entitled to be

indemnified hereunder, the burden of proving Indemnitee is not entitled to indemnification

under this Agreement shall be on the Company.




 




(iv)  Neither the failure of the Reviewing Party

or the Company (including its Board, independent legal counsel, or its

shareholders) to have made a determination prior to the commencement of such

action by Indemnitee that indemnification of the claimant is proper under the

circumstances because Indemnitee has met the standard of conduct set forth in

applicable law, nor an actual determination by the Reviewing Party or Company

(including its Board, independent legal counsel, or its shareholders) that the

Indemnitee had not met such applicable standard of conduct, shall be admissible

as evidence in any such action for any purpose.




 




(v)  For purposes of this Agreement, the

termination of any claim, action, suit, or proceeding, by judgment, order,

settlement (whether with or without court approval), conviction, or upon a plea

of nolo contendere, or its equivalent, shall not create a presumption that

Indemnitee did not meet any particular standard of conduct or have any

particular belief or that a court has determined that indemnification is not

permitted by applicable law.




 




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5.             Indemnification for Expenses

Incurred in Enforcing Rights.  The

Company shall indemnify Indemnitee against any and all Expenses and, if

requested by Indemnitee, shall advance such Expenses to Indemnitee on such

terms and conditions as the Board of Directors deems appropriate, that are

incurred by Indemnitee in connection with any claim asserted against or action

brought by Indemnitee for




 




(i)            enforcement of this Agreement,




 




(ii)           indemnification of Expenses or

Expense Advances by the Company under this Agreement or any other agreement or

under applicable law or the Company’s articles of incorporation or by-laws now

or hereafter in effect relating to indemnification for Indemnifiable Events,

and/or




 




(iii)          recovery under directors’ and

officers’ liability insurance policies maintained by the Company.




 




6.             Notification and Defense of Proceeding.




 




(a)           Notice.  Promptly after receipt by Indemnitee of

notice of the commencement of any Proceeding, Indemnitee will, if a claim in

respect thereof is to be made against the Company under this Agreement, notify

the Company of the commencement thereof; but the omission so to notify the

Company will not relieve it from any liability that it may have to Indemnitee,

except as provided in Section 13(c).




 




(b)           Defense.  With respect to any Proceeding as to which

Indemnitee notifies the Company of the commencement thereof, the Company will

be entitled to participate in the Proceeding at its own expense and except as

otherwise provided below, to the extent the Company so wishes, it may assume

the defense thereof with counsel reasonably satisfactory to Indemnitee.  After notice from the Company to Indemnitee

of its election to assume the defense of any Proceeding, the Company will not

be liable to Indemnitee under this Agreement or otherwise for any Expenses

subsequently incurred by Indemnitee in connection with the defense of such

Proceeding other than reasonable costs of investigation or as otherwise

provided below.  Indemnitee shall have

the right to employ his own counsel in such Proceeding, but all Expenses

related thereto incurred after notice from the company of its assumption of the

defense shall be at Indemnitee’s expense unless:  (i) the employment of counsel by Indemnitee has been authorized

by the Company, (ii) Indemnitee has reasonably determined that there may be a

conflict of interest between Indemnitee and the Company in the defense of the

Proceeding, (iii) after a Change in Control, the employment of counsel by

Indemnitee has been approved by the Independent Counsel, or (iv) the Company

shall not within sixty (60) calendar days in fact have employed counsel to

assume the defense of such Proceeding, in each of which case all Expenses of

the Proceeding shall be borne by the Company; and (v) if the Company has selected counsel to

represent Indemnitee and other current and former directors and officers of the

Company in the defense of a Proceeding, and a majority of such persons,

including Indemnitee, reasonably object to such counsel selected by the Company

pursuant to this Section 6(b), then such persons, including Indemnitee,

shall be permitted to employ




 




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one (1) additional counsel

of their choice and the reasonable fees and expenses of such counsel shall be

at the expense of the Company; provided, however, that such

counsel shall be chosen from amongst the list of counsel, if any, approved by

any company with which the Company obtains or maintains insurance.  In the event separate counsel is retained by

an Indemnitee pursuant to this Section 6(b), the Company shall cooperate with

Indemnitee with respect to the defense of the Proceeding, including making

documents, witnesses and other reasonable information related to the defense

available to the Indemnitee and such separate counsel pursuant to joint-defense

agreements or confidentiality agreements, as appropriate.  The Company shall not be entitled to assume

the defense of any Proceeding brought by or on behalf of the Company or as to

which Indemnitee shall have made the determination provided for in (ii) above.




 




(c)           Settlement of Claims.  The Company shall not be liable to indemnify

Indemnitee under this Agreement or otherwise for any amounts paid in settlement

of any Proceeding effected without the Company’s written consent, provided,

however, that if a Change in Control has occurred, the Company shall be liable

for indemnification of Indemnitee for amounts paid in settlement if the

Independent Counsel has approved the settlement.  The Company shall not settle any Proceeding in any manner that

would impose any penalty or limitation on Indemnitee without Indemnitee’s

written consent.  Neither the Company

nor the Indemnitee will unreasonably withhold their consent to any proposed

settlement.  The Company shall not be

liable to indemnify the Indemnitee under this Agreement with regard to any

judicial award if the Company was not given a reasonable and timely

opportunity, at its expense, to participate in the defense of such action; the

Company’s liability hereunder shall not be excused if participation in the

Proceeding by the Company was barred by this Agreement.




 




7.             Establishment of Trust.  In the event of a Change in Control or a

Potential Change in Control, the Company shall, upon written request by

Indemnitee, create a Trust for the benefit of the Indemnitee and from time to

time upon written request of Indemnitee shall fund the Trust in an amount

sufficient to satisfy any and all Expenses reasonably anticipated at the time

of each such request to be incurred in connection with investigating, preparing

for, participating in, and/or defending any Proceeding relating to an

Indemnifiable Event.  The amount or

amounts to be deposited in the Trust pursuant to the foregoing funding

obligation shall be determined by the Reviewing Party.  The terms of the Trust shall provide that

upon a Change in Control, (i) the Trust shall not be revoked or the principal

thereof invaded, without the written consent of the Indemnitee, (ii) the

Trustee shall advance, within ten business days of a request by the Indemnitee,

any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to

reimburse the Trust under the same circumstances for which the Indemnitee would

be required to reimburse the Company under Section 2(c) of this Agreement),

(iii) the Trust shall continue to be funded by the Company in accordance with

the funding obligation set forth above, (iv) the Trustee shall promptly pay to

the Indemnitee all amounts for which the Indemnitee shall be entitled to

indemnification pursuant to this Agreement or otherwise, and (v) all unexpended

funds in the Trust shall revert to the Company upon a final determination by

the Reviewing Party or a court of competent jurisdiction, as the case may be,

that the Indemnitee has been fully indemnified under the terms of this

Agreement.  The Trustee shall be chosen

by the




 




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Indemnitee.  Nothing in this Section 7 shall relieve the

Company of any of its obligations under this Agreement.  All income earned on the assets held in the

Trust shall be reported as income by the Company for federal, state, local, and

foreign tax purposes. The Company shall pay all costs of establishing and

maintaining the Trust and shall indemnify the Trustee against any and all

expenses (including attorneys’ fees), claims, liabilities, loss, and damages

arising out of  or relating to this

Agreement or the establishment and maintenance of the Trust.




 




8.             Non-Exclusivity.  The rights of Indemnitee hereunder shall be

in addition to any other rights Indemnitee may have under the laws of the State

of Delaware, the Company’s articles of incorporation, by-laws, applicable law,

or otherwise.  To the extent that a

change in applicable law (whether by statute or judicial decision) permits

greater indemnification by agreement than would be afforded currently under the

Company’s articles of incorporation, by-laws, applicable law, or this

Agreement, it is the intent of the parties that Indemnitee enjoy by this

Agreement the greater benefits so afforded by such change.




 




9.             Liability Insurance.  To the extent the Company maintains an

insurance policy or policies providing directors’ or officers’ liability

insurance, Indemnitee shall be covered by such policy or policies, in

accordance with its or their terms, to the maximum extent of the coverage

available for any Company director or officer.




 




10.           Period of Limitations.  No legal action shall be brought and no

cause of action shall be asserted by or on behalf of the Company or any

affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs,

executors, or personal or legal representatives after the expiration of two

years from the date of accrual of such cause of action, or such longer period

as may be required or permitted by federal or state law under the

circumstances.  Any claim or cause of

action of the Company or its affiliate shall be extinguished and deemed

released unless asserted by the timely filing of a legal action within such

period; provided, however, that if any shorter period of limitations is

otherwise applicable to any such cause of action the shorter period shall

govern.




 




11.           Amendment of this Agreement.  No supplement, modification, or amendment of

this Agreement shall be binding unless executed in writing by both of the

parties hereto.  No waiver of any of the

provisions of this Agreement shall operate as a waiver of any other provisions

hereof (whether or not similar), nor shall such waiver constitute a continuing

waiver.  Except as specifically provided

herein, no failure to exercise or any delay in exercising any right or remedy

hereunder shall constitute a waiver thereof.




 




12.           Subrogation.  In the event of payment under this

Agreement, the Company shall be subrogated to the extent of such payment to all

of the rights of recovery of Indemnitee, who shall execute all papers required

and shall do everything that may be necessary to secure such rights, including

the execution of such documents necessary to enable the Company effectively to

bring suit to enforce such rights.




 




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13.           No Duplication of Payments.  The Company shall not be liable under this

Agreement to make any payment in connection with any claim made against

Indemnitee to the extent Indemnitee has otherwise actually received payment

(under any insurance policy, by law, or otherwise) of the amounts otherwise

indemnifiable hereunder.




 




14.           Binding Effect.  This Agreement shall be binding upon and

inure to the benefit of and be enforceable by the parties hereto and their

respective successors, assigns, including any direct or indirect successor by purchase,

merger, consolidation, or otherwise to all or substantially all of the business

and/or assets of the Company, spouses, heirs, and personal and legal

representatives.  The Company shall

require and cause any successor (whether direct or indirect by purchase,

merger, consolidation, or otherwise) to all, substantially all, or a

substantial part, of the business and/or assets of the Company, by written

agreement in form and substance satisfactory to Indemnitee, expressly to assume

and agree to perform this Agreement in the same manner and to the same extent

that the Company would be required to perform if no such succession had taken

place.  This Agreement shall continue in

effect regardless of whether Indemnitee continues to serve as a director or officer

of the Company or of any other enterprise at the Company’s request.




 




15.           Severability.  If any provision (or portion thereof) of

this Agreement shall be held by a court of competent jurisdiction to be

invalid, void, or otherwise unenforceable, the remaining provisions shall

remain enforceable to the fullest extent permitted by law.  Furthermore, to the fullest extent possible,

the provisions of this Agreement (including, without limitation, each portion

of this Agreement containing any provision held to be invalid, void, or

otherwise unenforceable, that is not itself invalid, void, or unenforceable)

shall be construed so as to give effect to the intent manifested by the

provision held invalid, void, or unenforceable.




 




16.           Governing Law.  This Agreement shall be governed by and

construed and enforced in accordance with the laws of the State of Delaware

applicable to contracts made and to be performed in such State without giving

effect to the principles of conflicts of laws.




 




17.           Notices.  All notices, demands, and other

communications required or permitted hereunder shall be made in writing and

shall be deemed to have been duly given if delivered by hand, against receipt,

or mailed, postage prepaid, certified or registered mail, return receipt

requested, and addressed to the Company at:




 




Intel

Corporation




2200

Mission College Blvd., SC4-203




Santa

Clara, California  95052-8119




Attn:  Corporate Secretary




 




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and to Indemnitee at:




 




                                                               »




2200

Mission College Blvd., SC4-203




Santa Clara,

California  95052-8119




 




Notice of change of address shall be effective only

when done in accordance with this Section. 

All notices complying with this Section shall be deemed to have been

received on the date of delivery or on the third business day after mailing.




 




IN WITNESS

WHEREOF, the parties hereto have duly executed and delivered this Agreement as

of the day specified above.




 




	

  Company:


  	

  Intel Corporation, a Delaware

  corporation


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Printed Name:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Indemnitee:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Printed Name:


  	

   


  
						





 




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