and including that date. The RSUs will vest over a three-year period: 1/12 of the RSUs vesting per quarter beginning on the three-month anniversary of the Grant Date and continuing for three years such that the grant is fully vested on the three-year anniversary of Grant Date. The PSUs and RSUs will be subject to the terms and conditions of the Intel Corporation 2006 Equity Incentive Plan, the Notice of Grant for each award, and grant agreement linked to your Notice of Grant.
New Hire “Make-Whole” Compensation. You will be provided the following as your make-whole compensation:
Equity Awards. You will be granted the following equity compensation awards on January 31, 2022 (“Grant Date”), provided you are employed with Intel on this date:
Performance Stock Units: You will be granted an award of Intel performance stock units (“PSUs”) based on the 2022 PSU program approved by the Compensation Committee, with a target value of approximately $5,000,000, and with the target number of shares determined on the Grant Date based on the average daily (on days where trading occurred) market value of Intel stock over 30 calendar days leading up to and including that date.
Restricted Stock Units. You will be granted an award of Intel restricted stock units (“RSUs”) with a target value of approximately $12,000,000, with the number of shares determined on the Grant Date based on the average daily (on days where trading occurred) market value of Intel stock over 30 calendar days leading up to and including that date. The RSUs will vest annually over a three-year period.
The PSUs and RSUs will be subject to the terms and conditions of the Intel Corporation 2006 Equity Incentive Plan, the Notice of Grant for each award, and grant agreement linked to your Notice of Grant.
Cash Bonus. You will receive a sign on bonus of $2,000,000, less applicable taxes, deductions, and withholdings, which will be payable to you within 30 days following the Effective Date. Notwithstanding the foregoing, in the event that you voluntarily resign your employment for any reason or Intel terminates your employment for Cause (as defined below), in each case, within two (2) years following the payment date of the bonus, you will repay, on the date of your employment termination, the gross amount of the bonus paid to you on a pro-rated basis based on the number of days remaining in such two year period as of the date your employment terminates, by writing a check to Intel for such amount or otherwise entering into a repayment arrangement satisfactory to Intel. In addition, subject to applicable law, Intel may recover the cash payment that is required to be repaid by (1) reducing the amount that would otherwise be payable to you under any compensatory plan, program or arrangement maintained by Intel, (2) reducing any severance benefits that would otherwise be payable or provided to you under any plan, program, or arrangement maintained or entered into by Intel (including under any employment or severance agreement), or (3) by any combination of the foregoing.
For purposes of this letter, “Cause” means (1) commission of an act of material fraud or dishonesty against Intel; (2) intentional refusal or willful failure to carry out the reasonable and lawful instructions of the Chief Executive Officer, Intel’s Board of Directors, or any of their designee(s) (other than any such failure resulting from your disability); (3) conviction of, guilty plea, or “no contest” plea to a felony or to a misdemeanor involving moral turpitude; (4) gross misconduct in connection with the performance of your duties; (5) improper disclosure of confidential information or material violation of Intel’s Code of Conduct or other Intel policy or employment guidelines; (6) breach or any misrepresentation under, any intellectual property, invention assignment,
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