EXHIBIT 10.1
INTEL CORPORATION
2004 EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED, EFFECTIVE MAY 18, 2005
1. PURPOSE
The purpose of this Intel Corporation 2004 Equity Incentive
Plan (the "Plan") is to advance the interests of Intel
Corporation, a Delaware corporation, and its Subsidiaries
(hereinafter collectively "Intel" or the "Corporation"), by
stimulating the efforts of employees who are selected to be
participants on behalf of Intel, aligning the long-term interests
of participants with those of stockholders, heightening the
desire of participants to continue in working toward and
contributing to the success of Intel, assisting Intel in
competing effectively with other enterprises for the services of
new employees necessary for the continued improvement of
operations, and to attract and retain the best available
individuals for service as directors of the Corporation. This
Plan permits the grant of stock options, stock appreciation
rights, restricted stock and stock units, each of which shall be
subject to such conditions based upon continued employment,
passage of time or satisfaction of performance criteria as shall
be specified pursuant to the Plan.
2. DEFINITIONS
(a) "Award" means a stock option, stock appreciation right,
restricted stock or stock unit granted to a Participant pursuant
to the Plan.
(b) "Board of Directors" means the Board of Directors of the
Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
such is amended from time to time, and any reference to a section
of the Code shall include any successor provision of the Code.
(d) "Committee" shall mean the committee appointed by the
Board of Directors from among its members to administer the Plan
pursuant to Section 3.
(e) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and any reference to a
section of the Exchange Act shall include any successor provision
of the Exchange Act.
(f) "Outside Director" shall mean a member of the Board of
Directors who is not otherwise an employee of the Corporation.
(g) "Participants" shall mean those individuals to whom
Awards have been granted from time to time and any authorized
transferee of such individuals.
(h) "Performance Award" means an Award that vests only upon
the satisfaction of one or more of the Qualifying Performance
Criteria specified in Section 10(b).
(i) "Plan" means this Intel Corporation 2004 Equity
Incentive Plan.
(j) "Share" shall mean a share of common stock, $.001 par
value, of the Corporation or the number and kind of shares of
stock or other securities which shall be substituted or adjusted
for such shares as provided in Section 11.
(k) "Subsidiary" means any corporation or entity in which
Intel Corporation owns or controls, directly or indirectly, fifty
percent (50%) or more of the voting power or economic interests
of such corporation or entity.
3. ADMINISTRATION
(a) Composition of Committee. This Plan shall be
administered by the Committee. The Committee shall consist of two
or more Outside Directors who shall be appointed by the Board of
Directors. The Board of Directors shall fill vacancies on the
Committee and may from time to time remove or add members of the
Committee. The Board of Directors, in its sole discretion, may
exercise any authority of the Committee under this Plan in lieu
of the Committee's exercise thereof, and in such instances
references herein to the Committee shall refer to the Board of
Directors.
(b) Delegation and Administration. The Committee may
delegate to one or more separate committees (any such committee a
"Subcommittee") composed of one or more directors of the
Corporation (who may but need not be members of the Committee)
the ability to grant Awards and take the other actions described
in Section 3(c) with respect to Participants who are not
executive officers, and such actions shall be treated for all
purposes as if taken by the Committee. Any action by any such
Subcommittee within the scope of such delegation shall be deemed
for all purposes to have been taken by the Committee, and
references in this Plan to the Committee shall include any such
Subcommittee. The Committee may delegate the administration of
the Plan to an officer or officers of the Corporation, and such
administrator(s) may have the authority to execute and distribute
agreements or other documents evidencing or relating to Awards
granted by the Committee under this Plan, to maintain records
relating to the grant, vesting, exercise, forfeiture or
expiration of Awards, to process or oversee the issuance of
Shares upon the exercise, vesting and/or settlement of an Award,
to interpret the terms of Awards and to take such other actions
as the Committee may specify, provided that in no case shall any
such administrator be authorized to grant Awards under the Plan.
Any action by any such administrator within the scope of its
delegation shall be deemed for all purposes to have been taken by
the Committee and references in this Plan to the Committee shall
include any such administrator, provided that the actions and
interpretations of any such administrator shall be subject to
review and approval, disapproval or modification by the
Committee.
(c) Powers of the Committee. Subject to the express
provisions and limitations set forth in this Plan, the Committee
shall be authorized and empowered to do all things necessary or
desirable, in its sole discretion, in connection with the
administration of this Plan, including, without limitation, the
following:
(i)to prescribe, amend and rescind rules and
regulations relating to this Plan and to define terms
not otherwise defined herein;
(ii) to determine which persons are Participants,
to which of such Participants, if any, Awards shall
be granted hereunder and the timing of any such
Awards, and to grant Awards;
(iii) to grant Awards to Participants and determine
the terms and conditions thereof, including the
number of Shares subject to Awards and the exercise
or purchase price of such Shares and the
circumstances under which Awards become exercisable
or vested or are forfeited or expire, which terms may
but need not be conditioned upon the passage of time,
continued employment, the satisfaction of performance
criteria, the occurrence of certain events, or other
factors;
(iv) to establish or verify the extent of
satisfaction of any performance goals or other
conditions applicable to the grant, issuance,
exercisability, vesting and/or ability to retain any
Award;
(v)to prescribe and amend the terms of the agreements
or other documents evidencing Awards made under this
Plan (which need not be identical);
(vi) to determine whether, and the extent to
which, adjustments are required pursuant to Section
11;
(vii) to interpret and construe this Plan, any
rules and regulations under this Plan and the terms
and conditions of any Award granted hereunder, and to
make exceptions to any such provisions in good faith
and for the benefit of the Corporation; and
(viii) to make all other determinations deemed
necessary or advisable for the administration of this
Plan.
(d) Effect of Change in Status. The Committee shall have the
discretion to determine the effect upon an Award and upon an
individual's status as an employee under the Plan (including
whether a Participant shall be deemed to have experienced a
termination of employment or other change in status) and upon the
vesting, expiration or forfeiture of an Award in the case of (i)
any individual who is employed by an entity that ceases to be a
Subsidiary of the Corporation, (ii) any leave of absence approved
by the Corporation or a Subsidiary, (iii) any transfer between
locations of employment with the Corporation or a Subsidiary or
between the Corporation and any Subsidiary or between any
Subsidiaries, (iv) any change in the Participant's status from an
employee to a consultant or member of the Board of Directors, or
vice versa, and (v) at the request of the Corporation or a
Subsidiary, any employee who becomes employed by any partnership,
joint venture, corporation or other entity not meeting the
requirements of a Subsidiary.
(e) Determinations of the Committee. All decisions,
determinations and interpretations by the Committee regarding
this Plan shall be final and binding on all Participants. The
Committee shall consider such factors as it deems relevant to
making such decisions, determinations and interpretations
including, without limitation, the recommendations or advice of
any director, officer or employee of the Corporation and such
attorneys, consultants and accountants as it may select. A
Participant or other holder of an Award may contest a decision or
action by the Committee with respect to such person or Award only
on the grounds that such decision or action was arbitrary or
capricious or was unlawful, and any review of such decision or
action shall be limited to determining whether the Committee's
decision or action was arbitrary or capricious or was unlawful.
4. PARTICIPANTS
Awards under the Plan may be granted to any person who is an
employee or Outside Director of the Corporation. Outside
Directors may be granted Awards only pursuant to Section 9 of the
Plan. The status of the Chairman of the Board of Directors as an
employee or Outside Director shall be determined by the
Committee. Any person designated by the Corporation as an
independent contractor shall not be treated as an employee and
shall not be eligible for Awards under the Plan.
5. EFFECTIVE DATE AND EXPIRATION OF PLAN
(a) Effective Date. This Plan was approved by the Board of
Directors on February 20, 2004 and became effective on May 19,
2004.
(b) Expiration Date. The Plan shall remain available for the
grant of Awards until June 30, 2007 or such earlier date as the
Board of Directors may determine. The expiration of the
Committee's authority to grant Awards under the Plan will not
affect the operation of the terms of the Plan or the
Corporation's and Participants' rights and obligations with
respect to Awards granted on or prior to the expiration date of
the Plan.
6. SHARES SUBJECT TO THE PLAN
(a) Aggregate Limits. Subject to adjustment as provided in
Section 11, the aggregate number of Shares authorized for
issuance as Awards under the Plan is 370,000,000, of which no
more than an aggregate of 35,000,000 Shares may be issued as
restricted stock or stock units and no more than an aggregate of
10,000,000 Shares shall be available for issuance as stock
options under any program providing for stock option grants that
vest in full in five or more years and that have a maximum term
of ten years. The Shares subject to the Plan may be either Shares
reacquired by the Corporation, including Shares purchased in the
open market, or authorized but unissued Shares. Any Shares
subject to an Award which for any reason expires or terminates
unexercised or is not earned in full may again be made subject to
an Award under the Plan. The following Shares may not again be
made available for issuance as Awards under the Plan: (i) Shares
not issued or delivered as a result of the net settlement of an
outstanding Stock Appreciation Right, (ii) Shares used to pay the
exercise price or withholding taxes related to an outstanding
Award, or (iii) Shares repurchased on the open market with the
proceeds of the option exercise price.
(b) Tax Code Limits. The aggregate number of Shares subject
to stock options or stock appreciation rights granted under this
Plan during any calendar year to any one Participant shall not
exceed 3,000,000. The aggregate number of Shares subject to
restricted stock or stock unit Awards granted under this Plan
during any calendar year to any one Participant shall not exceed
2,000,000. Notwithstanding anything to the contrary in this Plan,
the foregoing limitations shall be subject to adjustment under
Section 11, but only to the extent that such adjustment will not
affect the status of any Award intended to qualify as
"performance-based compensation" under Section 162(m) of the
Code. The aggregate number of Shares issued pursuant to incentive
stock options granted under the Plan shall not exceed
370,000,000, which limitation shall be subject to adjustment
under Section 11 only to the extent that such adjustment is
consistent with adjustments permitted of a plan authorizing
incentive stock options under Section 422 of the Code.
7. PLAN AWARDS
(a) Award Types. The Committee, on behalf of the
Corporation, is authorized under this Plan to grant, award and
enter into the following arrangements or benefits under the Plan
provided that their terms and conditions are not inconsistent
with the provisions of the Plan: stock options, stock
appreciation rights, restricted stock and stock units. Such
arrangements and benefits are sometimes referred to herein as
"Awards." The Committee, in its discretion, may determine that
any Award granted hereunder shall be a Performance Award.
(i)Stock Options. A "Stock Option" is a right to
purchase a number of Shares at such exercise price,
at such times, and on such other terms and conditions
as are specified in or determined pursuant to the
document(s) evidencing the Award (the "Option
Agreement"). The Committee may grant Stock Options
intended to be eligible to qualify as incentive stock
options ("ISOs") pursuant to Section 422 of the Code
and Stock Options that are not intended to qualify as
ISOs ("Non-qualified Stock Options"), as it, in its
sole discretion, shall determine.
(ii) Stock Appreciation Rights. A "Stock
Appreciation Right" or "SAR" is a right to receive,
in cash or stock (as determined by the Committee),
value with respect to a specific number of Shares
equal to or otherwise based on the excess of (i) the
market value of a Share at the time of exercise over
(ii) the exercise price of the right, subject to such
terms and conditions as are expressed in the
document(s) evidencing the Award (the "SAR
Agreement").
(iii) Restricted Stock. A "Restricted Stock" Award
is an award of Shares, the grant, issuance, retention
and/or vesting of which is subject to such conditions
as are expressed in the document(s) evidencing the
Award (the "Restricted Stock Agreement").
(iv) Stock Unit. A "Stock Unit" Award is an award
of a right to receive, in cash or stock (as
determined by the Committee) the market value of one
Share, the grant, issuance, retention and/or vesting
of which is subject to such conditions as are
expressed in the document(s) evidencing the Award
(the "Stock Unit Agreement").
(b) Grants of Awards. An Award may consist of one of the
foregoing arrangements or benefits or two or more of them in
tandem or in the alternative.
8. EMPLOYEE PARTICIPANT AWARDS
(a) Grant, Terms and Conditions of Stock Options and SARs
The Committee may grant Stock Options or SARs at any time
and from time to time prior to the expiration of the Plan to
eligible employee Participants selected by the Committee. No
Participant shall have any rights as a stockholder with respect
to any Shares subject to Stock Options or SARs hereunder until
said Shares have been issued. Each Stock Option or SAR shall be
evidenced only by such agreements, notices and/or terms or
conditions documented in such form (including by electronic
communications) as may be approved by the Committee. Each Stock
Option grant will expressly identify the Stock Option as an ISO
or as a Non-qualified Stock Option. Stock Options or SARs granted
pursuant to the Plan need not be identical but each must contain
or be subject to the following terms and conditions:
(i)Price. The purchase price (also referred to as the
exercise price) under each Stock Option or SAR
granted hereunder shall be established by the
Committee. The purchase price per Share shall not be
less than 100% of the market value of a Share on the
date of grant. For purposes of the Plan, "market
value" shall mean the average of the high and low
sales prices of the Corporation's common stock. The
exercise price of a Stock Option shall be paid in
cash or in such other form if and to the extent
permitted by the Committee, including without
limitation by delivery of already owned Shares,
withholding (either actually or by attestation) of
Shares otherwise issuable under such Stock Option
and/or by payment under a broker-assisted sale and
remittance program acceptable to the Committee.
(ii) No Repricing. Other than in connection with a
change in the Corporation's capitalization (as
described in Section 11 of the Plan), the exercise
price of a Stock Option or SAR may not be reduced
without stockholder approval.
(iii) No Reload Grants. Stock Options shall not be
granted under the Plan in consideration for and shall
not be conditioned upon the delivery of Shares to the
Corporation in payment of the exercise price and/or
tax withholding obligation under any other employee
stock option.
(iv) Duration, Exercise and Termination of Stock
Options and SARs. Each Stock Option or SAR shall be
exercisable at such time and in such installments
during the period prior to the expiration of the
Stock Option or SAR as determined by the Committee.
The Committee shall have the right to make the timing
of the ability to exercise any Stock Option or SAR
subject to continued employment, the passage of time
and/or such performance requirements as deemed
appropriate by the Committee. At any time after the
grant of a Stock Option, the Committee may reduce or
eliminate any restrictions on the Participant's right
to exercise all or part of the Stock Option, except
that no Stock Option shall first become exercisable
within one (1) year from its date of grant, other
than upon the death, disability or retirement of the
person to whom the Stock Option was granted, in each
case as specified in the Option Agreement.
Each Stock Option or SAR that vests in full in less
than five (5) years (standard grants) must expire
within a period of not more than seven (7) years from
the grant date and each Stock Option or SAR that
vests in full in five (5) or more years (long-term
retention grants) must expire within a period of not
more than ten (10) years from the grant date. In each
case, the Option Agreement or SAR Agreement may
provide for expiration prior to the end of the stated
term of the Award in the event of the termination of
employment or service of the Participant to whom it
was granted.
(v)Suspension or Termination of Stock Options and
SARs. If at any time (including after a notice of
exercise has been delivered) the Committee, including
any Subcommittee or administrator authorized pursuant
to Section 3(b) (any such person, an "Authorized
Officer"), reasonably believes that a Participant,
other than an Outside Director, has committed an act
of misconduct as described in this Section, the
Authorized Officer may suspend the Participant's
right to exercise any Stock Option or SAR pending a
determination of whether an act of misconduct has
been committed. If the Committee or an Authorized
Officer determines a Participant, other than an
Outside Director, has committed an act of
embezzlement, fraud, dishonesty, nonpayment of any
obligation owed to Intel, breach of fiduciary duty or
deliberate disregard of Corporation rules resulting
in loss, damage or injury to the Corporation, or if a
Participant makes an unauthorized disclosure of any
Corporation trade secret or confidential information,
engages in any conduct constituting unfair
competition, induces any customer to breach a
contract with the Corporation or induces any
principal for whom Intel acts as agent to terminate
such agency relationship, neither the Participant nor
his or her estate shall be entitled to exercise any
Stock Option or SAR whatsoever. Any determination by
the Committee or an Authorized Officer with respect
to the foregoing shall be final, conclusive and
binding on all interested parties. For any
Participant who is an "executive officer" for
purposes of Section 16 of the Exchange Act, the
determination of the Committee or of the Authorized
Officer shall be subject to the approval of the Board
of Directors.
(vi) Conditions and Restrictions Upon Securities
Subject to Stock Options or SARs. Subject to the
express provisions of the Plan, the Committee may
provide that the Shares issued upon exercise of a
Stock Option or SAR shall be subject to such further
conditions or agreements as the Committee in its
discretion may specify prior to the exercise of such
Stock Option or SAR, including, without limitation,
conditions on vesting or transferability, forfeiture
or repurchase provisions. The obligation to make
payments with respect to SARs may be satisfied
through cash payments or the delivery of Shares, or a
combination thereof as the Committee shall determine.
The Committee may establish rules for the deferred
delivery of Common Stock upon exercise of a Stock
Option or SAR with the deferral evidenced by use of
"Stock Units" equal in number to the number of Shares
whose delivery is so deferred.
(vii) Other Terms and Conditions. Stock Options and
SARs may also contain such other provisions, which
shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate.
(viii) ISOs. Stock Options intending to qualify as
ISOs may only be granted to employees of the
Corporation within the meaning of the Code, as
determined by the Committee. No ISO shall be granted
to any person if immediately after the grant of such
Award, such person would own stock, including stock
subject to outstanding Awards held by him or her
under the Plan or any other plan established by the
Corporation, amounting to more than ten percent (10%)
of the total combined voting power or value of all
classes of stock of the Corporation. To the extent
that the Option Agreement specifies that a Stock
Option is intended to be treated as an ISO, the Stock
Option is intended to qualify to the greatest extent
possible as an "incentive stock option" within the
meaning of Section 422 of the Code, and shall be so
construed; provided, however, that any such
designation shall not be interpreted as a
representation, guarantee or other undertaking on the
part of the Corporation that the Stock Option is or
will be determined to qualify as an ISO. If and to
the extent that any Shares are issued under a portion
of any Stock Option that exceeds the $100,000
limitation of Section 422 of the Code, such Shares
shall not be treated as issued under an ISO
notwithstanding any designation otherwise. Certain
decisions, amendments, interpretations and actions by
the Committee and certain actions by a Participant
may cause a Stock Option to cease to qualify as an
ISO pursuant to the Code and by accepting a Stock
Option the Participant agrees in advance to such
disqualifying action.
(b) Grant, Terms and Conditions of Restricted Stock and
Stock Units
The Committee may grant Restricted Stock or Stock Units at
any time and from time to time prior to the expiration of the
Plan to eligible employee Participants selected by the Committee.
A Participant shall have rights as a stockholder with respect to
any
Shares subject to a Restricted Stock Award hereunder only to the
extent specified in this Plan or the Restricted Stock Agreement
evidencing such Award. Awards of Restricted Stock or Stock Units
shall be evidenced only by such agreements, notices and/or terms
or conditions documented in such form (including by electronic
communications) as may be approved by the Committee. Awards of
Restricted Stock or Stock Units granted pursuant to the Plan need
not be identical but each must contain or be subject to the
following terms and conditions:
(i)Terms and Conditions. Each Restricted Stock
Agreement and each Stock Unit Agreement shall contain
provisions regarding (a) the number of Shares subject
to such Award or a formula for determining such, (b)
the purchase price of the Shares, if any, and the
means of payment for the Shares, (c) the performance
criteria, if any, and level of achievement versus
these criteria that shall determine the number of
Shares granted, issued, retainable and/or vested, (d)
such terms and conditions on the grant, issuance,
vesting and/or forfeiture of the Shares as may be
determined from time to time by the Committee, (e)
restrictions on the transferability of the Shares and
(f) such further terms and conditions as may be
determined from time to time by the Committee, in
each case not inconsistent with this Plan.
(ii) Sale Price. Subject to the requirements of
applicable law, the Committee shall determine the
price, if any, at which Shares of Restricted Stock or
Stock Units shall be sold or awarded to a
Participant, which may vary from time to time and
among Participants and which may be below the market
value of such Shares at the date of grant or
issuance.
(iii) Share Vesting. The grant, issuance, retention
and/or vesting of Shares under Restricted Stock or
Stock Unit Awards shall be at such time and in such
installments as determined by the Committee or under
criteria established by the Committee. The Committee
shall have the right to make the timing of the grant
and/or the issuance, ability to retain and/or vesting
of Shares under Restricted Stock or Stock Unit Awards
subject to continued employment, passage of time
and/or such performance criteria and level of
achievement versus these criteria as deemed
appropriate by the Committee, which criteria may be
based on financial performance and/or personal
performance evaluations. Up to 100,000 Shares shall
be available for issuance to employee Participants as
Awards having no minimum vesting period. No condition
that is based on performance criteria and level of
achievement versus such criteria shall be based on
performance over a period of less than one year, and
no condition that is based upon continued employment
or the passage of time shall provide for vesting in
full of a Restricted Stock or Stock Unit Award in
less than pro rata installments over three years from
the date the Award is made, other than with respect
to such Awards that are issued upon exercise or
settlement of Stock Options or SARs or upon the
death, disability or retirement of the Participant,
in each case as specified in the agreement
evidencing such Award. Notwithstanding anything to
the contrary herein, the performance criteria for any
Restricted Stock or Stock Unit that is intended to
satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code shall
be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and
specified at the time the Restricted Stock Award is
granted.
(iv) Termination of Employment. The Restricted
Stock or Stock Unit Agreement may provide for the
forfeiture or cancellation of the Restricted Stock or
Stock Unit Award, in whole or in part, in the event
of the termination of employment or service of the
Participant to whom it was granted.
(v)Stock Units. Except to the extent this Plan or the
Committee specifies otherwise, Stock Units represent
an unfunded and unsecured obligation of the
Corporation and do not confer any of the rights of a
stockholder until Shares are issued thereunder.
Settlement of Stock Units upon expiration of the
deferral or vesting period shall be made in Shares or
otherwise as determined by the Committee. The number
of Shares, or other settlement medium, to be so
distributed may be increased by an interest factor or
by dividend equivalents. Until a Stock Unit is so
settled, the number of Shares represented by a Stock
Unit shall be subject to adjustment pursuant to
Section 11. Any Stock Units that are settled after
the Participant's death shall be distributed to the
Participant's designated beneficiary(ies) or, if none
was designated, the Participant's estate.
9. OUTSIDE DIRECTOR AWARDS
Each Outside Director may be granted Awards (each an
"Outside Director Award") each fiscal year for up to 30,000
Shares, as determined by the Board of Directors. Notwithstanding
anything to the contrary in this Plan, the foregoing limitation
shall be subject to adjustment under Section 11. The number of
Shares subject to each Outside Director Award, or the formula
pursuant to which such number shall be determined, the type or
types of Awards included in the Outside Director Awards, the date
of grant and the vesting, expiration and other terms applicable
to such Outside Director Awards shall be specified from time to
time by the Board of Directors, subject to the terms of this
Plan, including the terms specified in Section 8. If the Board of
Directors reasonably believes that an Outside Director has
committed an act of misconduct as specified in Section 8(a)(v),
the Board of Directors may suspend the Outside Director's right
to exercise any Stock Option or SAR and/or the vesting of any
Restricted Stock or Stock Unit Award pending a determination of
whether an act of misconduct has been committed. If the Board of
Directors determines that an Outside Director has committed an
act of misconduct, neither the Outside Director nor his or her
estate shall be entitled to exercise any Stock Option or SAR
whatsoever and shall forfeit any unvested Restricted Stock or
Stock Unit Award.
10. OTHER PROVISIONS APPLICABLE TO AWARDS
(a) Transferability. Unless the agreement or other document
evidencing an Award (or an amendment thereto authorized by the
Committee) expressly states that the Award is transferable as
provided hereunder, no Award granted under this Plan, nor any
interest in such Award, may be sold, assigned, conveyed, gifted,
pledged, hypothecated or otherwise transferred in any manner
prior to the vesting or lapse of any and all restrictions
applicable thereto, other than by will or the laws of descent and
distribution. The Committee may grant an Award or amend an
outstanding Award to provide that the Award is transferable or
assignable (a) in the case of a transfer without the payment of
any consideration, to any "family member" as such term is defined
in Section 1(a)(5) of the General Instructions to Form S-8 under
the Securities Act of 1933, as such may be amended from time to
time, and (b) in any transfer described in clause (ii) of Section
1(a)(5) of the General Instructions to Form S-8 under the 1933
Act as amended from time to time, provided that following any
such transfer or assignment the Award will remain subject to
substantially the same terms applicable to the Award while held
by the Participant to whom it was granted, as modified as the
Committee shall determine appropriate, and as a condition to such
transfer the transferee shall execute an agreement agreeing to be
bound by such terms; provided further, that an ISO may be
transferred or assigned only to the extent consistent with
Section 422 of the Code. Any purported assignment, transfer or
encumbrance that does not qualify under this Section 10(a) shall
be void and unenforceable against the Corporation.
(b) Qualifying Performance Criteria. For purposes of this
Plan, the term "Qualifying Performance Criteria" shall mean any
one or more of the following performance criteria, either
individually, alternatively or in any combination, applied to
either the Corporation as a whole or to a business unit or
Subsidiary, either individually, alternatively or in any
combination, and measured either annually or cumulatively over a
period of years, on an absolute basis or relative to a pre-
established target, to previous years' results or to a designated
comparison group, in each case as specified by the Committee in
the Award: (a) cash flow, (b) earnings per share, (c) earnings
before interest, taxes and amortization, (d) return on equity,
(e) total stockholder return, (f) share price performance, (g)
return on capital, (h) return on assets or net assets, (i)
revenue, (j) income or net income, (k) operating income or net
operating income, (l) operating profit or net operating profit,
(m) operating margin or profit margin, (n) return on operating
revenue, (o) return on invested capital, (p) market segment
share, (q) product release schedules, (r) new product innovation,
(s) product cost reduction through advanced technology, (t) brand
recognition/acceptance, (u) product ship targets, or (v) customer
satisfaction. The Committee may appropriately adjust any
evaluation of performance under a Qualifying Performance Criteria
to exclude any of the following events that occurs during a
performance period: (i) asset write-downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in
tax law, accounting principles or other such laws or provisions
affecting reported results, (iv) accruals for reorganization and
restructuring programs and (v) any extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30
and/or in management's discussion and analysis of financial
condition and results of operations appearing in the
Corporation's annual report to stockholders for the applicable
year.
Notwithstanding satisfaction of any completion of any Qualifying
Performance Criteria, to the extent specified at the time of
grant of an Award, the number of Shares, Stock Options, SARs,
Stock Units or other benefits granted, issued, retainable and/or
vested under an Award on account of satisfaction of such
Qualifying Performance Criteria may be reduced by the Committee
on the basis of such further considerations as the Committee in
its sole discretion shall determine.
(c) Dividends. Unless otherwise provided by the Committee,
no adjustment shall be made in Shares issuable under Awards on
account of cash dividends that may be paid or other rights that
may be issued to the holders of Shares prior to their issuance
under any Award. The Committee shall specify whether dividends or
dividend equivalent amounts shall be paid to any Participant with
respect to the Shares subject to any Award that have not vested
or been issued or that are subject to any restrictions or
conditions on the record date for dividends.
(d) Documents Evidencing Awards. The Committee shall,
subject to applicable law, determine the date an Award is deemed
to be granted. The Committee or, except to the extent prohibited
under applicable law, its delegate(s) may establish the terms of
agreements or other documents evidencing Awards under this Plan
and may, but need not, require as a condition to any such
agreement's or document's effectiveness that such agreement or
document be executed by the Participant, including by electronic
signature or other electronic indication of acceptance, and that
such Participant agree to such further terms and conditions as
specified in such agreement or document. The grant of an Award
under this Plan shall not confer any rights upon the Participant
holding such Award other than such terms, and subject to such
conditions, as are specified in this Plan as being applicable to
such type of Award (or to all Awards) or as are expressly set
forth in the agreement or other document evidencing such Award.
(e) Additional Restrictions on Awards. Either at the time an
Award is granted or by subsequent action, the Committee may, but
need not, impose such restrictions, conditions or limitations as
it determines appropriate as to the timing and manner of any
resales by a Participant or other subsequent transfers by a
Participant of any Shares issued under an Award, including
without limitation (a) restrictions under an insider trading
policy, (b) restrictions designed to delay and/or coordinate the
timing and manner of sales by the Participant or Participants,
and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.
(f) Subsidiary Awards. In the case of a grant of an Award to
any Participant employed by a Subsidiary, such grant may, if the
Committee so directs, be implemented by Intel issuing any subject
Shares to the Subsidiary, for such lawful consideration as the
Committee may determine, upon the condition or understanding that
the Subsidiary will transfer the Shares to the Participant in
accordance with the terms of the Award specified by the Committee
pursuant to the provisions of the Plan. Notwithstanding any other
provision hereof, such Award may be issued by and in the name of
the Subsidiary and shall be deemed granted on such date as the
Committee shall determine.
11. ADJUSTMENT OF AND CHANGES IN THE COMMON STOCK
(a) The existence of outstanding Awards shall not affect in
any way the right or power of the Corporation or its shareholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations, exchanges, or other changes in the Corporation's
capital structure or its business, or any merger or consolidation
of the Corporation or any issuance of Shares or other securities
or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or
affecting the Shares or other securities of the Corporation or
the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. Further, except as
expressly provided herein or by the Committee, (i) the issuance
by the Corporation of shares of stock or any class of securities
convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise
of rights or warrants to subscribe therefor, or upon conversion
of shares or obligations of the Corporation convertible into such
shares or other securities, (ii) the payment of a dividend in
property other than Shares, or (iii) the occurrence of any
similar transaction, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of Shares subject to
Stock Options or other Awards theretofore granted or the purchase
price per Share, unless the Committee shall determine, in its
sole discretion, that an adjustment is necessary or appropriate.
(b) If the outstanding Shares or other securities of the
Corporation, or both, for which the Award is then exercisable or
as to which the Award is to be settled shall at any time be
changed or exchanged by declaration of a stock dividend, stock
split, combination of shares, extraordinary dividend of cash
and/or assets, recapitalization, reorganization or any similar
event affecting the Shares or other securities of the
Corporation, the Committee may appropriately and equitably adjust
the number and kind of Shares or other securities which are
subject to this Plan or subject to any Awards theretofore
granted, and the exercise or settlement prices of such Awards, so
as to maintain the proportionate number of Shares or other
securities without changing the aggregate exercise or settlement
price.
(c) No right to purchase fractional Shares shall result from
any adjustment in Stock Options or SARs pursuant to this Section
11. In case of any such adjustment, the Shares subject to the
Stock Option or SAR shall be rounded down to the nearest whole
share.
(d) Any other provision hereof to the contrary
notwithstanding (except Section 11(a)), in the event Intel is a
party to a merger or other reorganization, outstanding Awards
shall be subject to the agreement of merger or reorganization.
Such agreement may provide, without limitation, for the
assumption of outstanding Awards by the surviving corporation or
its parent, for their continuation by Intel (if Intel is a
surviving corporation), for accelerated vesting and accelerated
expiration, or for settlement in cash.
12. LISTING OR QUALIFICATION OF COMMON STOCK
In the event that the Board of Directors determines in its
discretion that the listing or qualification of the Shares
available for issuance under the Plan on any securities exchange
or quotation or trading system or under any applicable law or
governmental regulation is necessary as a condition to the
issuance of such Shares, a Stock Option or SAR may not be
exercised in whole or in part and a Restricted Stock or Stock
Unit Award shall not vest unless such listing, qualification,
consent or approval has been unconditionally obtained.
13. TERMINATION OR AMENDMENT OF THE PLAN
The Board of Directors may amend, alter or discontinue the
Plan and the Board or the Committee may to the extent permitted
by the Plan amend any agreement or other document evidencing an
Award made under this Plan, provided, however, that the
Corporation shall submit for stockholder approval any amendment
(other than an amendment pursuant to the adjustment provisions of
Section 11) required to be submitted for stockholder approval by
NASDAQ or that otherwise would:
(a) Increase the maximum number of Shares for which Awards
may be granted under this Plan;
(b) Reduce the price at which Stock Options may be granted
below the price provided for in Section 8(a);
(c) Reduce the option price of outstanding Stock Options;
(d) Extend the term of this Plan;
(e) Change the class of persons eligible to be Participants;
or
(f) Increase the limits in Section 6.
In addition, no such amendment or alteration shall be made
which would impair the rights of any Participant, without such
Participant's consent, under any Award theretofore granted,
provided that no such consent shall be required with respect to
any amendment or alteration if the Committee determines in its
sole discretion that such amendment or alteration either (i) is
required or advisable in order for the Corporation, the Plan or
the Award to satisfy any law or regulation or to meet the
requirements of any accounting standard, or (ii) is not
reasonably likely to significantly diminish the benefits provided
under such Award, or that any such diminishment has been
adequately compensated.
14. WITHHOLDING
To the extent required by applicable federal, state, local
or foreign law, the Committee may and/or a Participant shall make
arrangements satisfactory to the Corporation for the satisfaction
of any withholding tax obligations that arise with respect
to any Stock Option, SAR, Restricted Stock or Stock Unit Award,
or any sale of Shares. The Corporation shall not be required to
issue Shares or to recognize the disposition of such Shares until
such obligations are satisfied. To the extent permitted or
required by the Committee, these obligations may or shall be
satisfied by having the Corporation withhold a portion of the
Shares of stock that otherwise would be issued to a Participant
under such Award or by tendering Shares previously acquired by
the Participant.
15. GENERAL PROVISIONS
(a) Employment At Will. Neither the Plan nor the grant of
any Award nor any action by the Corporation, any Subsidiary or
the Committee shall be held or construed to confer upon any
person any right to be continued in the employ of the Corporation
or a Subsidiary. The Corporation and each Subsidiary expressly
reserve the right to discharge, without liability but subject to
his or her rights under this Plan, any Participant whenever in
the sole discretion of the Corporation or a Subsidiary, as the
case may be, its interest may so require.
(b) Governing Law. This Plan and any agreements or other
documents hereunder shall be interpreted and construed in
accordance with the laws of the State of Delaware and applicable
federal law. The Committee may provide that any dispute as to any
Award shall be presented and determined in such forum as the
Committee may specify, including through binding arbitration. Any
reference in this Plan or in the agreement or other document
evidencing any Award to a provision of law or to a rule or
regulation shall be deemed to include any successor law, rule or
regulation of similar effect or applicability.
(c) Unfunded Plan. Insofar as it provides for Awards, the
Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are granted Awards
under this Plan, any such accounts will be used merely as a
bookkeeping convenience. The Corporation shall not be required to
segregate any assets which may at any time be represented by
Awards, nor shall this Plan be construed as providing for such
segregation, nor shall the Corporation or the Committee be deemed
to be a trustee of stock or cash to be awarded under the Plan.
16. NON-EXCLUSIVITY OF PLAN
Neither the adoption of this Plan by the Board of Directors
nor the submission of this Plan to the shareholders of the
Corporation for approval shall be construed as creating any
limitations on the power of the Board of Directors or the
Committee to adopt such other incentive arrangements as either
may deem desirable, including, without limitation, the granting
of stock options, stock appreciation rights, restricted stock or
stock units otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific
cases.
17. COMPLIANCE WITH OTHER LAWS AND REGULATIONS
This Plan, the grant and exercise of Awards thereunder, and
the obligation of the Corporation to sell, issue or deliver
Shares under such Awards, shall be subject to all applicable
federal, state and local laws, rules and regulations and to such
approvals by any governmental or regulatory agency as may be
required. The Corporation shall not be required to register in a
Participant's name or deliver any Shares prior to the completion
of any registration or qualification of such Shares under any
federal, state or local law or any ruling or regulation of any
government body which the Committee shall determine to be
necessary or advisable. To the extent the Corporation is unable
to or the Committee deems it infeasible to obtain authority from
any regulatory body having jurisdiction, which authority is
deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, the Corporation shall
be relieved of any liability with respect to the failure to issue
or sell such Shares as to which such requisite authority shall
not have been obtained. No Stock Option shall be exercisable and
no Shares shall be issued and/or transferable under any other
Award unless a registration statement with respect to the Shares
underlying such Stock Option is effective and current or the
Corporation has determined that such registration is unnecessary.
18. LIABILITY OF CORPORATION
The Corporation shall not be liable to a Participant or
other persons as to: (a) the non-issuance or sale of Shares as to
which the Corporation has been unable to obtain from any
regulatory body having jurisdiction the authority deemed by the
Corporation's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder; and (b) any tax consequence
expected, but not realized, by any Participant or other person
due to the receipt, exercise or settlement of any Stock Option or
other Award granted hereunder.