Exhibit 10.1
INTEL CORPORATION
2006 EQUITY INCENTIVE PLAN
EFFECTIVE MAY 17, 2006
1. PURPOSE
The purpose of this Intel Corporation 2006 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, motivate and retain the best
available individuals for service to the Corporation. This Plan
permits the grant of stock options, stock appreciation rights,
restricted stock and restricted 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 restricted 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 the grant, issuance,
retention, vesting and/or settlement of which is subject to
satisfaction of one or more of the Qualifying Performance
Criteria specified in Section 10(b).
(i) "Plan" means this Intel Corporation 2006 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. The Committee may delegate
to a Subcommittee of one or more officers of the Corporation the
ability to grant Awards and take the other actions described in
Section 3(c) with respect to Participants (other than any such
officers themselves) who are not directors or executive officers,
provided however that the resolution so authorizing such
officer(s) shall specify the total number of rights or options
such Subcommittee may so award, 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. 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 eligible to be
Participants, to which of such persons, 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 or other
persons claiming rights under the Plan or any Award. 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 23, 2006 and became effective on May 17,
2006.
(b) Expiration Date. The Plan shall remain available for the
grant of Awards until June 30, 2008 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 175,000,000, of which no
more than an aggregate of 80,000,000 Shares may be issued as
restricted stock or restricted stock units and no more than an
aggregate of 7,000,000 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 restricted 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
175,000,000, 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 restricted 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) Restricted Stock Unit. A "Restricted 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 "Restricted 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
"Restricted 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
Restricted Stock Units
The Committee may grant Restricted Stock or Restricted 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 Restricted 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 Restricted 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 Restricted 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 Restricted 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 Restricted 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 Restricted
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 Restricted 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 Restricted 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
Restricted Stock Unit Agreement may provide for the
forfeiture or cancellation of the Restricted Stock or
Restricted 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) Restricted Stock Units. Except to the extent this Plan
or the Committee specifies otherwise, Restricted 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
Restricted Stock Units upon expiration of the deferral or
vesting
period shall be made in Shares or otherwise as determined
by the Committee. Dividends or dividend equivalent rights
shall be payable in cash or in additional shares with respect
to Restricted Stock Units only to the extent specifically
provided for by the Committee. Until a Restricted Stock Unit
is settled, the number of Shares represented by a Restricted
Stock Unit shall be subject to adjustment pursuant to Section
11. Any Restricted 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.
(vi) Suspension or Termination of Restricted Stock Options
and Restricted Stock Units. If at any time 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 vesting of Shares under the Participant's Restricted
Stock or Restricted Stock Unit Awards 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, the
Participant's Restricted Stock or Restricted Stock Unit
Agreement shall be forfeited and cancelled. 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.
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) or
8(b)(vi), 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 Restricted 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 Restricted 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,
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 or
provisions under 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,
Restricted 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 receipt, resales or other transfers of such Shares.
(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 therefore, 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 that are
subject to this Plan and to the limits under Section 6 and that
are 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 subject to
such Awards without changing the aggregate exercise or settlement
price, if any.
(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 Committee 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 Restricted Stock Unit Award shall
not vest or be settled 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 or conform to 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 Restricted 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, it may determine to do so.
(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
restricted 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 or advisable
for 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.