EXHIBIT 10.2
INTEL CORPORATION
EXECUTIVE OFFICER INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE MAY 18, 2005
1. PURPOSE
The purpose of this amended and restated Executive Officer
Incentive Plan ("Incentive Plan") is to motivate and reward
eligible employees by making a portion of their cash compensation
dependent on earnings per share ("EPS") of Intel Corporation (the
"Company"). The Incentive Plan is designed to ensure that the
annual incentive paid hereunder to executive officers of the
Company is deductible without limit under Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations
and interpretations promulgated thereunder (the "Tax Code"). This
amended and restated Incentive Plan is subject to stockholder
approval.
2. COVERED INDIVIDUALS
The individuals entitled to incentive payments hereunder
shall be the executive officers of the Company, as determined by
the Compensation Committee (the "Committee").
3. THE COMMITTEE
(a) The Committee shall consist of at least two outside
directors of the Company who satisfy the requirements of Section
162(m) of the Tax Code. The Committee shall have the sole
discretion and authority to administer and interpret the
Incentive Plan in accordance with Section 162(m) of the Tax Code.
(b) Subject to the express provisions and limitations set
forth in the Incentive 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 the
Incentive Plan, including, without limitation, the following:
(i)To prescribe, amend and rescind rules and
regulations relating to the Incentive Plan and to
define terms not otherwise defined herein;
(ii) To determine which covered persons are
eligible to be paid incentives and to which of such
participants, if any, incentives hereunder are
actually paid;
(iii) To verify the Company's EPS and the extent to
which the Company has satisfied any other performance
goals or other conditions applicable to the payment
of incentives under the Incentive Plan;
(iv) To prescribe and amend the terms of any
agreements or other documents under the Incentive
Plan (which need not be identical);
(v)To determine whether, and the extent to which,
adjustments are required pursuant to Section 4;
(vi) To interpret and construe the Incentive Plan,
any rules and regulations under the Incentive Plan,
and the terms and conditions of any incentive
opportunities provided hereunder, and to make
exceptions to any such provisions in good faith and
for the benefit of the Company; and
(vii) To make all other determinations deemed
necessary or advisable for the administration of the
Incentive Plan.
(c) All decisions, determinations and interpretations by the
Committee regarding the Incentive Plan shall be final and binding
on all covered individuals who are participants under the
Incentive Plan. 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 Company and such attorneys, consultants and accountants as it
may select. A covered individual or other person claiming any
benefits under the Incentive Plan may contest a decision or
action by the Committee with respect to such person or an actual
or potential incentive under the Incentive Plan 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. AMOUNT OF INCENTIVE
Incentive payments are made in cash. The maximum incentive
payment is the product of (i) an individual incentive baseline
amount in dollars for the performance period set by the Committee
in writing and (ii) the numerical value of EPS for the
performance period multiplied by a factor (the "Performance
Factor") that is set by the Committee in its sole discretion and
is in writing. The term "performance period" shall mean the
period for which the incentive is payable. For this calculation,
the term "EPS" shall mean the greater of operating income or net
income per weighted average common shares outstanding, assuming
dilution, for the performance period, in each case adjustable
based upon qualifying objective criteria selected by the
Committee in its sole discretion within the period prescribed by
the U.S. Internal Revenue Service. Such criteria may include, but
are not limited to asset write-downs; acquisition-related
charges; litigation, claim judgments, settlements or tax
settlements; the effects of changes in tax law, changes in
accounting principles or other such laws or provisions affecting
reported results; accruals for reorganization and restructuring
programs; unrealized gains or losses on investments; and 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 annual report to stockholders for the applicable
year. The individual incentive baseline amount, the Performance
Factor and the EPS definition shall be adopted by the Committee
in its sole discretion with respect to each performance period no
later than the latest time permitted by the Tax Code. However, no
incentive in excess of
$5,000,000 will be paid to any executive officer for any
performance period. In its sole discretion, the Committee may
also reduce, but may not increase, an individual's incentive
calculated under the preceding formula. In determining the amount
of any reduced incentive, the Committee reserves the right to
apply subjective, discretionary criteria to determine a revised
incentive amount. The incentive payable hereunder shall be paid
in lieu of any incentive payable under the Company's broad-based
variable cash incentive program.
5. PAYMENT OF INCENTIVE
The payment of an incentive for a given performance period
requires that the executive officer be on the Company's payroll
as of the last day of the performance period. The Committee may
make exceptions to this requirement in the case of retirement,
death or disability, as determined by the Committee in its sole
discretion. No incentive shall be paid unless and until the
Committee makes a certification in writing as required to satisfy
the conditions for exemption under Section 162(m) of the Tax
Code.
6. AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate this
Incentive Plan at any time with respect to future services of
covered individuals. Incentive Plan amendments may be adopted by
the Board of Directors or the Committee as defined in Section 3,
and will require stockholder approval only to the extent required
to satisfy the conditions for exemption under Section 162(m) of
the Tax Code or otherwise.
7. TAX WITHHOLDING
The Company shall have the right to make all payments or
distributions pursuant to the Incentive Plan to a participant,
net of any applicable federal, state and local taxes required to
be paid or withheld. The Company shall have the right to withhold
from wages or other amounts otherwise payable to such participant
such withholding taxes as may be required by law, or to otherwise
require the participant to pay such withholding taxes. If the
participant shall fail to make such tax payments as are required,
the Company shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise
due to such participant or to take such other action as may be
necessary to satisfy such withholding obligations.
8. SEVERABILITY
If any provision of the Incentive Plan shall be held
unlawful or otherwise invalid or unenforceable in whole or in
part by a court of competent jurisdiction, such provision shall
(a) be deemed limited to the extent that such court of competent
jurisdiction deems it lawful, valid and/or enforceable and as so
limited shall remain in full force and effect, and (b) not affect
any other provision of the Incentive Plan or part thereof, each
of which shall remain in full force and effect. If the making of
any payment or the provision of any other benefit provided for
under the Incentive Plan shall be held unlawful or otherwise
invalid or unenforceable by a court of competent jurisdiction,
such
unlawfulness, invalidity or unenforceability shall not prevent
any other payment or benefit from being made or provided under
the Incentive Plan, and if the making of any payment in full or
the provision of any other benefit provided for under the
Incentive Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or
unenforceability shall not prevent such payment or benefit from
being made or provided in part, to the extent that it would not
be unlawful, invalid or unenforceable, and the maximum payment or
benefit that would not be unlawful, invalid or unenforceable
shall be made or provided under the Incentive Plan.
9. NON-ASSIGNABILITY
Unless the Committee expressly states otherwise, no
participant in the Incentive Plan may sell, assign, convey, gift,
pledge or otherwise hypothecate or alienate any incentive
opportunity or amounts determined by the Committee to be payable
under the Incentive Plan, until such amounts (if any) are
actually paid.
10. NON-EXCLUSIVITY OF PLAN
Neither the adoption of the Incentive Plan by the Board of
Directors nor the submission of the Incentive Plan to the
stockholders of the Company 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, cash or
equity-based compensation arrangements, either tied to
performance or otherwise, and any such other arrangements as may
be either generally applicable or applicable only in specific
cases.
11. EMPLOYMENT AT WILL
Neither the Incentive Plan, selection of a person as a
covered person eligible to be paid incentives under the Incentive
Plan nor the payment of any incentive to any participant under
the Incentive Plan nor any action by the Company or the Committee
shall be held or construed to confer upon any person any right to
be continued in the employ of the Company. The Company expressly
reserves the right to discharge any participant whenever in the
sole discretion of the Company its interest may so require.
12. NO VESTED INTEREST OR RIGHT
At no time before the actual payout of an incentive to any
participant under the Incentive Plan shall any participant accrue
any vested interest or right whatsoever under the Incentive Plan,
and the Company has no obligation to treat participants
identically under the Incentive Plan.
13. GOVERNING LAW
The Incentive Plan and any agreements and 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 concerning the Incentive
Plan shall be presented and determined in such forum as the
Committee may specify, including through binding arbitration.