Exhibit 10.3
INTEL CORPORATION
2004 EQUITY INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS RELATING TO
RESTRICTED STOCK UNITS
GRANTED UNDER THE INTEL CORPORATION 2004 EQUITY INCENTIVE
PLAN
(FOR GRANTS UNDER THE ELTSOP PROGRAM)
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, or Disablement
(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 9 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, or
Disablement (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. 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 9 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.
10. RIGHTS AS A STOCKHOLDER AND RESTRICTIONS
Until your RSUs have vested and shares of Common Stock
have been issued to you, your RSUs are not transferable
other than by last will and testament or the laws of
descent and distribution. 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.
11. 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
13(f) to have been arbitrary and capricious.
12. 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.
13. 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 13(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.