| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Special Performance-Based Equity Awards for Certain Named Executive Officers
On March 13, 2019, the Compensation Committee of the Board of Directors of Intel Corporation (“Intel”) approved the grant of special performance-based equity awards (“NEO Performance Awards”) to Venkata (“Murthy”) Renduchintala, Executive Vice President, Group President, Technology, Systems Architecture and Client Group, and Chief Engineering Officer, and Navin Shenoy, Executive Vice President, General Manager, Data Center Group. The NEO Performance Awards are designed to both align the incentive opportunities of our key leaders and our Chief Executive Officer, Robert H. Swan, to further promote stockholders’ long-term interests, and to retain the executives during this period of transformation.
Messrs. Renduchintala and Shenoy each received a grant of performance-based restricted stock units (“PSUs”) for a target amount of 150,000 Intel shares and performance-based stock options to purchase 600,000 Intel shares (“Performance Options”). The terms of the NEO Performance Awards are substantially similar to the terms of certain performance-based equity awards granted to Mr. Swan on February 1, 2019, in connection with his appointment as Chief Executive Officer of Intel in January 2019, as described in the Current Report on Form8-K filed with the Securities and Exchange Commission on January 31, 2019.
The PSUs will be earned based on the appreciation of Intel’s closing stock price over the five-year period following February 1, 2019, the same performance period as the PSUs granted to Mr. Swan that vest based on the appreciation of Intel’s closing stock price. The maximum number of Intel shares that may be earned under such PSUs is 300,000 shares for each of Messrs. Renduchintala and Shenoy.
The Performance Options will vest over a substantially similar four-year period as Mr. Swan’s performance-based stock option. The Performance Options will become exercisable under the same conditions as the option granted to Mr. Swan: they will become exercisable only if, during the five-year period following February 1, 2019, Intel’s closing stock price trades at 30% or more above the closing stock price on February 1, 2019 for 30 consecutive trading days. If this performance vesting term is not achieved by the end of the five-year performance period, the Performance Options will expire and be cancelled. The exercise price of the Performance Options is the market value of Intel stock on the grant date.
The foregoing equity grants are subject to the terms and conditions of Intel’s 2006 Equity Incentive Plan.
