Exhibit 10.1
INTEL CORPORATION
2004 EQUITY INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS RELATING TO
RESTRICTED STOCK UNITS
GRANTED UNDER THE INTEL CORPORATION 2004 EQUITY
INCENTIVE PLAN
1. TERMS OF RESTRICTED STOCK UNIT
Unless provided otherwise in the Notice of Grant,
these standard terms and conditions ("Standard
Terms") apply to Restricted Stock Units ("RSUs")
granted to you, a U.S. employee, under the Intel
Corporation 2004 Equity Incentive Plan (the "2004
Plan"). Your Notice of Grant, these Standard
Terms and the 2004 Plan constitute the entire
understanding between you and Intel Corporation
(the "Corporation") regarding the RSUs identified
in your Notice of Grant.
2. VESTING OF RSUs
Provided that you remain continuously employed by
the Corporation or a Subsidiary on a full time
basis from the Grant Date specified in the Notice
of Grant through each vesting date specified in
the Notice of Grant, the RSUs shall vest and be
converted into the right to receive the number of
shares of the Corporation's Common Stock, $.001
par value (the "Common Stock"), specified on the
Notice of Grant with respect to such vesting date,
except as otherwise provided in these Standard
Terms. If a vesting date falls on a weekend or
any other day on which the Nasdaq Stock Market
("NASDAQ") is not open, affected RSUs shall vest
on the next following NASDAQ business day. The
number of shares of Common Stock into which RSUs
convert as specified in the Notice of Grant shall
be adjusted for stock splits and similar matters
as specified in and pursuant to the 2004 Plan.
RSUs will vest to the extent provided in and in
accordance with the terms of the Notice of Grant
and these Standard Terms. If your status as an
Employee terminates for any reason except death,
Disablement (defined below) or Retirement (defined
below), prior to the vesting dates set forth in
your Notice of Grant, your unvested RSUs will be
cancelled.
3. CONVERSION INTO COMMON STOCK
Shares of Common Stock will be issued or become
free of restrictions as soon as practicable
following vesting of the RSUs, provided that you
have satisfied your tax withholding obligations as
specified under Section 10 of these Standard Terms
and you have completed, signed and returned any
documents and taken any additional action that the
Corporation deems appropriate to enable it to
accomplish the delivery of the shares of Common
Stock. The shares of Common Stock will be issued
in your name or, in the event of your death or
Disablement, to your executor or personal
representative, and may be effected
by recording
shares on the stock records of the Corporation or
by crediting shares in an account established on
your behalf with a brokerage firm or other
custodian, in each case as determined by the
Corporation. In no event will the Corporation be
obligated to issue a fractional share.
Notwithstanding the foregoing, (i) the Corporation
shall not be obligated to deliver any shares of
the Common Stock during any period when the
Corporation determines that the conversion of a
RSU or the delivery of shares hereunder would
violate any federal, state or other applicable
laws and/or may issue shares subject to any
restrictive legends that, as determined by the
Corporation's counsel, is necessary to comply with
securities or other regulatory requirements, and
(ii) the date on which shares are issued may
include a delay in order to provide the
Corporation such time as it determines appropriate
to address tax withholding and other
administrative matters.
4. LEAVES OF ABSENCE
(a) Except as expressly provided otherwise in these
Standard Terms, if you take a personal leave of absence
under the Intel Leave Guidelines ("PLOA"), your RSUs will
vest only to the extent and during the times specified in
this Section 4:
(1) If the duration of the PLOA is less than thirty (30)
days:
a) The vesting date set forth in your Notice of Grant for
any RSUs that (but for this provision) would have vested
during the PLOA shall be deferred until the first day that
you return to work (i.e., the date that the PLOA is
terminated) or, if you return on a day that the NASDAQ is
not open, the next following NASDAQ business day; and
b) The vesting date set forth in your Notice of Grant for
any RSUs that are scheduled to vest following the date that
the PLOA is terminated shall not be affected by the PLOA.
(2) If the duration of the PLOA equals or exceeds thirty
(30) days, the vesting dates set forth in your Notice of
Grant for any RSUs that follow the commencement of the PLOA
shall be deferred beyond the dates set forth in the Notice
of Grant by a period of time equal to the duration of the
PLOA.
(3) If you terminate employment with the Corporation during
a PLOA, then in addition to the effect on the vesting dates
set forth in clause (a)(1) and (a)(2) of this Section 4, any
RSUs that had not vested prior to the commencement of the
PLOA shall be cancelled as of the date of your termination
of employment, as applicable, except to the extent provided
otherwise in Sections 7 through 9 hereof.
(b) If you take an approved Leave of Absence other than a
PLOA under Intel Leave Guidelines, the vesting of RSUs shall
be unaffected by such absence and will vest in accordance
with the schedule set forth in the Notice of Grant.
5. SUSPENSION OR TERMINATION OF RSU FOR MISCONDUCT
If at any time the Committee of the Board of
Directors of the Corporation established pursuant
to the 2004 Plan (the "Committee"), including any
Subcommittee or "Authorized Officer" (as defined
in Section 8. (a)(v) of the 2004 Plan) notifies
the Corporation that they reasonably believe that
you have committed an act of misconduct as
described in Section 8. (a)(v) of the 2004 Plan
(embezzlement, fraud, dishonesty, nonpayment of
any obligation owed to the Corporation, breach of
fiduciary duty or deliberate disregard of
Corporation rules resulting in loss, damage or
injury to the Corporation, an unauthorized
disclosure of any Corporation trade secret or
confidential information, any conduct constituting
unfair competition, inducing any customer to
breach a contract with the Corporation or inducing
any principal for whom the Corporation acts as
agent to terminate such agency relationship), the
vesting of your RSUs may be suspended pending a
determination of whether an act of misconduct has
been committed. If the Corporation determines that
you have committed an act of misconduct, all RSUs
not vested as of the date the Corporation was
notified that you may have committed an act of
misconduct shall be cancelled and neither you nor
any beneficiary shall be entitled to any claim
with respect to the RSUs 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.
6. TERMINATION OF EMPLOYMENT
Except as expressly provided otherwise in these
Standard Terms, if your employment by the
Corporation terminates for any reason, whether
voluntarily or involuntarily, other than on
account of death, Disablement (defined below) or
Retirement (defined below), all RSUs not then
vested shall be cancelled on the date of
employment termination, regardless of whether such
employment termination is as a result of a
divestiture or otherwise. For purposes of this
Section 6, your employment with any partnership,
joint venture or corporation not meeting the
requirements of a Subsidiary in which the
Corporation or a Subsidiary is a party shall be
considered employment for purposes of this
provision if either (a) the entity is designated
by the Committee as a Subsidiary for purposes of
this provision or (b) you are specifically
designated as an employee of a Subsidiary for
purposes of this provision.
7. DEATH
Except as expressly provided otherwise in these
Standard Terms, if you die while employed by the
Corporation, your RSUs will become one hundred
percent (100%) vested.
8. DISABILITY
Except as expressly provided otherwise in these
Standard Terms and upon your termination of
employment as a result of a determination of
Disablement, your RSUs will become one hundred
percent (100%) vested.
For purposes of this Section 8, "Disablement"
shall be determined in accordance with the
standards and procedures of the then-current Long
Term Disability Plan maintained by the Corporation
or the Subsidiary that employs you, and in the
event you are not a participant in a then-current
Long Term Disability Plan maintained by the
Corporation or the Subsidiary that employs you,
"Disablement" shall have the same meaning as
disablement is defined in the Intel Long Term
Disability Plan, which is generally a physical
condition arising from an illness or injury, which
renders an individual incapable of performing work
in any occupation, as determined by the
Corporation.
9. RETIREMENT
For purposes of these Standard Terms, "Retirement"
shall mean either Standard Retirement (as defined
below) or the Rule of 75 (as defined below). Upon
your Retirement, vesting of your RSUs shall be
accelerated to the extent provided in Section 9(a)
or Section 9(b) below (but not to the extent
provided under both provisions together),
whichever results in the greater number of RSUs
vesting:
(a) If you retire at or after age 60 ("Standard
Retirement"), then all RSUs that were scheduled to vest
within a number of whole years from the date of your
Retirement determined by dividing the number of years that
you have been employed by the Corporation (measured in
complete, whole years) by five (5), rounded down to the
nearest whole number of years, shall vest as of the date of
your Retirement. No vesting acceleration shall occur for any
periods of employment of less than five (5) years; or
(b) If, when you terminate employment with the Corporation,
your age plus years of service (in each case measured in
complete, whole years) equals or exceeds 75 ("Rule of 75"),
then all RSUs that were scheduled to vest within one year of
the date of your Retirement shall vest as of the date of
your Retirement.
10. TAX WITHHOLDING
RSUs are taxable upon vesting based on the market
value on the date of vesting. To the extent
required by applicable federal, state or other
law, you shall make arrangements satisfactory to
the Corporation for the payment and satisfaction
of any income tax, social security tax, payroll
tax, payment on account or other tax related to
withholding obligations that arise by reason of
vesting of a RSU and, if applicable, any sale of
shares of the Common Stock. The Corporation shall
not be required to issue or lift any restrictions
on shares of the Common Stock pursuant to your
RSUs or to recognize any purported transfer of
shares of the Common Stock until such obligations
are satisfied.
Unless provided otherwise by the Committee, these
obligations will be satisfied by the Corporation
withholding a number of shares of Common Stock
that would otherwise be issued under the RSUs that
the Corporation determines has a Market Value
sufficient to meet the tax withholding
obligations. In the event that the Committee
provides that these obligations will not be
satisfied under the method described in the
previous sentence, you authorize UBS Financial
Services Inc., or any successor plan
administrator, to sell a number of shares of
Common Stock that are issued under the RSUs, which
the Corporation determines is sufficient to
generate an amount that meets the tax withholding
obligations plus additional shares to account for
rounding and market fluctuations. The shares may
be sold as part of a block trade with other
participants of the 2004 Plan in which all
participants receive an average price. For this
purpose, "Market Value" will be calculated as the
average of the highest and lowest sales prices of
the Common Stock as reported by NASDAQ on the day
your RSUs vest. The future value of the
underlying shares of Common Stock is unknown and
cannot be predicted with certainty.
You are ultimately liable and responsible for all
taxes owed by you in connection with your RSUs,
regardless of any action the Corporation takes or
any transaction pursuant to this Section 10 with
respect to any tax withholding obligations that
arise in connection with the RSUs. The Corporation
makes no representation or undertaking regarding
the treatment of any tax withholding in connection
with the grant, issuance, vesting or settlement of
the RSUs or the subsequent sale of any of the
shares of Common Stock underlying the RSUs that
vest. The Corporation does not commit and is under
no obligation to structure the RSU program to
reduce or eliminate your tax liability.
11. RIGHTS AS A STOCKHOLDER AND RESTRICTIONS
Your RSUs may not be otherwise transferred or
assigned, pledged, hypothecated or otherwise
disposed of in any way, whether by operation of
law or otherwise, and may not be subject to
execution, attachment or similar process. Any
attempt to transfer, assign, hypothecate or
otherwise dispose of your RSUs other than as
permitted above, shall be void and unenforceable
against the Corporation.
You will have the rights of a stockholder only
after shares of the Common Stock have been issued
to you following vesting of your RSUs and
satisfaction of all other conditions to the
issuance of those shares as set forth in these
Standard Terms. RSUs shall not entitle you to any
rights of a stockholder of Common Stock and there
are no voting or dividend rights with respect to
your RSUs. RSUs shall remain terminable pursuant
to these Standard Terms at all times until they
vest and convert into shares. As a condition to
having the right to receive shares of Common Stock
pursuant to your RSUs, you acknowledge that
unvested RSUs shall have no value for purposes of
any aspect of your employment relationship with
the Corporation.
Notwithstanding anything to the contrary in these
Standard Terms or the applicable Notice of Grant,
your RSUs are subject to reduction by the
Corporation if you change your employment
classification from a full-time employee to a part-
time employee.
RSUs are not part of your employment contract (if
any) with the Corporation, your salary, your
normal or expected compensation, or other
remuneration for any purposes, including for
purposes of computing severance pay or other
termination compensation or indemnity.
12. DISPUTES
Any question concerning the interpretation of
these Standard Terms, your Notice of Grant, the
RSUs or the 2004 Plan, any adjustments required to
be made thereunder, and any controversy that may
arise under the Standard Terms, your Notice of
Grant, the RSUs or the 2004 Plan shall be
determined by the Committee (including any
person(s) to whom the Committee has delegated its
authority) in its sole and absolute discretion.
Such decision by the Committee shall be final and
binding unless determined pursuant to Section
14(f) to have been arbitrary and capricious.
13. AMENDMENTS
The 2004 Plan and RSUs may be amended or altered
by the Committee or the Board of Directors of the
Corporation to the extent provided in the 2004
Plan.
14. THE 2004 PLAN AND OTHER TERMS; OTHER MATTERS
(a) Certain capitalized terms used in these Standard Terms
are defined in the 2004 Plan. Any prior agreements,
commitments or negotiations concerning the RSUs are
superseded by these Standard Terms and your Notice of Grant.
The grant of RSUs to an employee in any one
year, or at any time, does not obligate the
Corporation or any Subsidiary to make a grant
in any future year or in any given amount and
should not create an expectation
that the
Corporation or any Subsidiary might make a
grant in any future year or in any given
amount.
(b) To the extent that the grant of RSUs refers to the
Common Stock of Intel Corporation, and as required by the
laws of your country of residence or employment, only
authorized but unissued shares thereof shall be utilized for
delivery upon vesting in accord with the terms hereof.
(c) Notwithstanding any other provision of these Standard
Terms, if any changes in the financial or tax accounting
rules applicable to the RSUs covered by these Standard Terms
shall occur which, in the sole judgment of the Committee,
may have an adverse effect on the reported earnings, assets
or liabilities of the Corporation, the Committee may, in its
sole discretion, modify these Standard Terms or cancel and
cause a forfeiture with respect to any unvested RSUs at the
time of such determination.
(d) Nothing contained in these Standard Terms creates or
implies an employment contract or term of employment upon
which you may rely.
(e) Notwithstanding any provision of these Standard
Terms, the Notice of Grant or the 2004 Plan to the contrary,
if, at the time of your termination of employment with the
Corporation, you are a "specified employee" as defined in
Section 409A of the Internal Revenue Code ("Code"), and one
or more of the payments or benefits received or to be
received by you pursuant to the RSUs would constitute
deferred compensation subject to Section 409A, no such
payment or benefit will be provided under the RSUs until the
earliest of (A) the date which is six (6) months after your
"separation from service" for any reason, other than death
or "disability" (as such terms are used in Section
409A(a)(2) of the Code), (B) the date of your death or
"disability" (as such term is used in Section 409A(a)(2)(C)
of the Code) or (C) the effective date of a "change in the
ownership or effective control" of the Corporation (as such
term is used in Section 409A(a)(2)(A)(v) of the Code). The
provisions of this Section 14(e) shall only apply to the
extent required to avoid your incurrence of any penalty tax
or interest under Section 409A of the Code or any
regulations or Treasury guidance promulgated thereunder. In
addition, if any provision of the RSUs would cause you to
incur any penalty tax or interest under Section 409A of the
Code or any regulations or Treasury guidance promulgated
thereunder, the Corporation may reform such provision to
maintain to the maximum extent practicable the original
intent of the applicable provision without violating the
provisions of Section 409A of the Code.
(f) Because these Standard Terms relate to terms and
conditions under which you may be issued shares of Common
Stock of Intel Corporation, a Delaware corporation, an
essential term of these Standard Terms is that it shall be
governed by the laws of the State of Delaware, without
regard to choice of law principles of Delaware or other
jurisdictions. Any action, suit, or proceeding relating to
these Standard Terms or the RSUs granted hereunder shall be
brought in the state or federal courts of competent
jurisdiction in the State of California.