Exhibit 99.1
INTEL CORPORATION
2006 STOCK PURCHASE PLAN
1. PURPOSE
The purpose of the Plan is to provide an opportunity
for Employees of Intel Corporation, a Delaware corporation
("Intel") and its Participating Subsidiaries (collectively Intel
and its Participating Subsidiaries shall be referred to as the
"Company"), to purchase Common Stock of Intel and thereby to have
an additional incentive to contribute to the prosperity of the
Company. It is the intention of the Company that the Plan
(excluding any sub-plans thereof except as expressly provided in
the terms of such sub-plan) qualify as an "Employee Stock
Purchase Plan" under Section 423 of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"), and the Plan shall be
administered in accordance with this intent. In addition, the
Plan authorizes the grant of options pursuant to sub-plans or
special rules adopted by the Committee designed to achieve
desired tax or other objectives in particular locations outside
of the United States or to achieve other business objectives in
the determination of the Committee, which sub-plans shall not be
required to comply with the requirements of Section 423 of the
Code or all of the specific provisions of the Plan, including but
not limited to terms relating to eligibility, Subscription
Periods or Purchase Price.
2. DEFINITIONS
(a)"Applicable Law" shall mean the legal requirements relating
to the administration of an employee stock purchase plan
under applicable U.S. state corporate laws, U.S. federal and
applicable state securities laws, the Code, any stock
exchange rules or regulations and the applicable laws of any
other country or jurisdiction, as such laws, rules,
regulations and requirements shall be in place from time to
time.
(b)"Board" shall mean the Board of Directors of Intel.
(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)"Commencement Date" shall mean, with respect to a given
Subscription Period, the last Trading Day prior to the
beginning of an Enrollment Period for such Subscription
Period.
(e)"Committee" shall mean the Compensation Committee of the
Board or the subcommittee, officer or officers designated by
the Compensation Committee in accordance with Section 15 of
the Plan (to the extent of the duties and responsibilities
delegated by the Compensation Committee of the Board).
(f)"Common Stock" shall mean the common stock of Intel, par
value $.001 per share, or any securities into which such
Common Stock may be converted.
(g)"Compensation" shall mean the total compensation paid by the
Company to an Employee with respect to a Subscription
Period, including salary, commissions, overtime, shift
differentials, payouts from Intel's Employee Cash Bonus
Program (ECBP), payouts from the Employee Bonus (EB)
program, and all or any portion of any item of compensation
considered by the Company to be part of the Employee's
regular earnings, but excluding items not considered by the
Company to be part of the Employee's regular earnings. Items
excluded from the definition of "Compensation" include but
are not limited to such items as relocation bonuses, expense
reimbursements, certain bonuses paid in connection with
mergers and acquisitions, author incentives, recruitment and
referral bonuses, foreign service premiums, differentials
and allowances, imputed income pursuant to Section 79 of the
Code, income realized as a result of participation in any
stock option, restricted stock, restricted stock unit, stock
purchase or similar equity plan maintained by Intel or a
Participating Subsidiary, and tuition and other
reimbursements. The Committee shall have the authority to
determine and approve all forms of pay to be included in the
definition of Compensation and may change the definition on
a prospective basis.
(h)"Effective Date" shall mean July 31, 2006.
(i)"Employee" shall mean an individual classified as an
employee (within the meaning of Code Section 3401(c) and the
regulations thereunder) by Intel or a Participating
Subsidiary on Intel's or such Participating Subsidiary's
payroll records during the relevant participation period.
Notwithstanding the foregoing, no employee of Intel or a
Participating Subsidiary shall be included within the
definition of "Employee" if such person's customary
employment is for less than twenty (20) hours per week or for
less than five (5) months per year. Individuals classified as
independent contractors, consultants, advisers, or members of
the Board are not considered "Employees."
(j)"Enrollment Period" shall mean, with respect to a given
Subscription Period, that period beginning on the first (1st)
day of February and August and ending on the nineteenth
(19th) day of February and August during which Employees may
elect to participate in order to purchase Common Stock at the
end of that Subscription Period in accordance with the terms
of this Plan. The duration and timing of Enrollment Periods
may be changed or modified by the Committee.
(k)"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.
(l)"Market Value" on a given date of determination (e.g., a
Commencement Date or Purchase Date, as appropriate) shall
mean the value of Common Stock determined as follows: (i) if
the Common Stock is listed on any established stock exchange
(not including an automated quotation system), its Market
Value shall be the closing sales price for a share of the
Common Stock (or the closing bid, if no sales were reported)
on the date of determination as quoted on such exchange on
which the Common Stock has the highest average trading
volume, as reported in The Wall Street Journal or such other
source as the Committee deems reliable, or (ii) if the Common
Stock is listed on a national market system and the
highest average trading volume of the Common Stock occurs
through that system, its Market Value shall be the average of
the high and the low selling prices reported on the date of
determination, as reported in The Wall Street Journal or such
other source as the Committee deems reliable, or (iii) if the
Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Market Value
shall be the average of the mean of the closing bid and asked
prices for the Common Stock on the date of such
determination, as reported in The Wall Street Journal or such
other source as the Committee deems reliable, or, (iv) in the
absence of an established market for the Common Stock, the
Market Value thereof shall be determined in good faith by the
Board.
(m)"Offering Price" shall mean the Market Value of a share of
Common Stock on the Commencement Date for a given
Subscription Period.
(n)"Participant" shall mean a participant in the Plan as
described in Section 5 of the Plan.
(o)"Participating Subsidiary" shall mean a Subsidiary that has
been designated by the Committee in its sole discretion as
eligible to participate in the Plan with respect to its
Employees.
(p)"Plan" shall mean this 2006 Stock Purchase Plan, including
any sub-plans or appendices hereto.
(q)"Purchase Date" shall mean the last Trading Day of each
Subscription Period.
(r)"Purchase Price" shall have the meaning set out in Section
8(b).
(s)"Securities Act" shall mean the U.S. Securities Act of 1933,
as amended from time to time, and any reference to a section
of the Securities Act shall include any successor provision
of the Securities Act.
(t)"Stockholder" shall mean a record holder of shares entitled
to vote such shares of Common Stock under Intel's by-laws.
(u)"Subscription Period" shall mean a period of approximately
six (6) months at the end of which an option granted
pursuant to the Plan shall be exercised. The Plan shall be
implemented by a series of Subscription Periods of
approximately six (6) months duration, with new Subscription
Periods commencing on each February 20 and August 20
occurring on or after the Effective Date and ending on the
last Trading Day in the six (6) month period ending on the
following August 19 and February 19, respectively. The
duration and timing of Subscription Periods may be changed
or modified by the Committee.
(v)"Subsidiary" shall mean any entity treated as a corporation
(other than Intel) in an unbroken chain of corporations
beginning with Intel, within the meaning of Code Section
424(f), whether or not such corporation now exists or is
hereafter organized or acquired by Intel or a Subsidiary.
(w)"Trading Day" shall mean a day on which U.S. national stock
exchanges and the NASDAQ National Market System are open for
trading and the Common Stock is being publicly traded on one
or more of such markets.
3. ELIGIBILITY
(a)Any Employee employed by Intel or by any Participating
Subsidiary on a Commencement Date shall be eligible to
participate in the Plan with respect to the Subscription
Period first following such Commencement Date, provided that
the Committee may establish administrative rules requiring
that employment commence some minimum period (not to exceed
30 days) prior to a Commencement Date to be eligible to
participate with respect to such Subscription Period. The
Committee may also determine that a designated group of
highly compensated Employees is ineligible to participate in
the Plan so long as the excluded category fits within the
definition of "highly compensated employee" in Code Section
414(q).
(b)No Employee may participate in the Plan if immediately after
an option is granted the Employee owns or is considered to
own (within the meaning of Code Section 424(d)) shares of
Common Stock, including Common Stock which the Employee may
purchase by conversion of convertible securities or under
outstanding options granted by Intel or its Subsidiaries,
possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of Intel or of
any of its Subsidiaries. All Employees who participate in
the Plan shall have the same rights and privileges under the
Plan, except for differences that may be mandated by local
law and that are consistent with Code Section 423(b)(5);
provided that individuals participating in a sub-plan
adopted pursuant to Section 17 which is not designed to
qualify under Code section 423 need not have the same rights
and privileges as Employees participating in the Code
section 423 Plan. No Employee may participate in more than
one Subscription Period at a time.
4. SUBSCRIPTION PERIODS
The Plan shall generally be implemented by a series of
six (6) month Subscription Periods with new Subscription Periods
commencing on each February 20 and August 20 and ending on the
last Trading Day in the six (6) month periods ending on the
following August 19 and February 19, respectively, or on such
other date as the Committee shall determine, and continuing
thereafter until the Plan is terminated pursuant to Section 14
hereof. The first Subscription Period shall commence on August
21, 2006 and shall end on the last Trading Day on or before
February 19, 2007. The Committee shall have the authority to
change the frequency and/or duration of Subscription Periods
(including the commencement dates thereof) with respect to future
Subscription Periods if such change is announced at least thirty
(30) days prior to the scheduled occurrence of the first
Commencement Date to be affected thereafter.
5. PARTICIPATION
(a)An Employee who is eligible to participate in the Plan in
accordance with its terms on a Commencement Date shall
automatically receive an option in accordance with Section
8(a)
and may become a Participant by completing and submitting,
on or before the date prescribed by the Committee with
respect to a given Subscription Period, a completed payroll
deduction authorization and Plan enrollment form provided by
Intel or its Participating Subsidiaries or by following an
electronic or other enrollment process as prescribed by the
Committee. An eligible Employee may authorize payroll
deductions at the rate of any whole percentage of the
Employee's Compensation, not to be less than two percent
(2%) and not to exceed ten percent (10%) of the Employee's
Compensation (or such other percentages as the Committee may
establish from time to time before a Commencement Date) of
such Employee's Compensation on each payday during the
Subscription Period. All payroll deductions will be held in
a general corporate account or a trust account. No interest
shall be paid or credited to the Participant with respect to
such payroll deductions. Intel shall maintain or cause to be
maintained a separate bookkeeping account for each
Participant under the Plan and the amount of each
Participant's payroll deductions shall be credited to such
account. A Participant may not make any additional payments
into such account, unless payroll deductions are prohibited
under Applicable Law, in which case the provisions of
Section 5(b) of the Plan shall apply.
(b)Notwithstanding any other provisions of the Plan to the
contrary, in locations where local law prohibits payroll
deductions, an eligible Employee may elect to participate
through contributions to his or her account under the Plan
in a form acceptable to the Committee. In such event, any
such Employees shall be deemed to be participating in a sub-
plan, unless the Committee otherwise expressly provides that
such Employees shall be treated as participating in the
Plan. All such contributions will be held in a general
corporate account or a trust account. No interest shall be
paid or credited to the Participant with respect to such
contributions.
(c)Under procedures and at times established by the Committee,
a Participant may withdraw from the Plan during a
Subscription Period, by completing and filing a new payroll
deduction authorization and Plan enrollment form with the
Company or by following electronic or other procedures
prescribed by the Committee. If a Participant withdraws from
the Plan during a Subscription Period, his or her
accumulated payroll deductions will be refunded to the
Participant without interest, his or her right to
participate in the current Subscription Period will be
automatically terminated and no further payroll deductions
for the purchase of Common Stock will be made during the
Subscription Period. Any Participant who wishes to withdraw
from the Plan during a Subscription Period, must complete
the withdrawal procedures prescribed by the Committee before
the last forty-eight (48) hours of such Subscription Period,
subject to any changes to the rules established by the
Committee pertaining to the timing of withdrawals, limiting
the frequency with which Participants may withdraw and re-
enroll in the Plan and may impose a waiting period on
Participants wishing to re-enroll following withdrawal.
(d)A Participant may not increase his or her rate of
contribution through payroll deductions or otherwise during
a given Subscription Period. A Participant may decrease his
or her rate of contribution through payroll deductions one
time only during a given Subscription Period and only during
an open enrollment period or such other times specified by
the Committee by filing a new payroll deduction
authorization and Plan enrollment form or by following
electronic or other procedures prescribed by the Committee.
If a Participant has not followed such procedures to change
the rate of contribution, the rate of contribution shall
continue at the originally elected rate throughout the
Subscription Period and future Subscription Periods.
Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code for a given
calendar year, the Committee may reduce a Participant's
payroll deductions to zero percent (0%) at any time during a
Subscription Period scheduled to end during such calendar
year. Payroll deductions shall re-commence at the rate
provided in such Participant's enrollment form at the
beginning of the first Subscription Period which is
scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 5(c).
6. TERMINATION OF EMPLOYMENT
In the event any Participant terminates employment with
Intel and its Participating Subsidiaries for any reason
(including death) prior to the expiration of a Subscription
Period, the Participant's participation in the Plan shall
terminate and all amounts credited to the Participant's account
shall be paid to the Participant or, in the case of death, to the
Participant's heirs or estate, without interest. Whether a
termination of employment has occurred shall be determined by the
Committee. If a Participant's termination of employment occurs
within a certain period of time as specified by the Committee
(not to exceed 30 days) prior to the Purchase Date of the
Subscription Period then in progress, his or her option for the
purchase of shares of Common Stock will be exercised on such
Purchase Date in accordance with Section 9 as if such Participant
were still employed by the Company. Following the purchase of
shares on such Purchase Date, the Participant's participation in
the Plan shall terminate and all amounts credited to the
Participant's account shall be paid to the Participant or, in the
case of death, to the Participant's heirs or estate, without
interest. The Committee may also establish rules regarding when
leaves of absence or changes of employment status will be
considered to be a termination of employment, including rules
regarding transfer of employment among Participating
Subsidiaries, Subsidiaries and Intel, and the Committee may
establish termination-of-employment procedures for this Plan that
are independent of similar rules established under other benefit
plans of Intel and its Subsidiaries; provided that such
procedures are not in conflict with the requirements of Section
423 of the Code.
7. STOCK
Subject to adjustment as set forth in Section 11, the
maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be two hundred forty million
(240,000,000) shares. Notwithstanding the above, subject to
adjustment as set forth in Section 11, the maximum number of
shares that may be issued to any Employee in a given Subscription
Period shall be seventy two thousand (72,000) shares of Common
Stock. If, on a given Purchase Date, the number of shares with
respect to which options are to be exercised exceeds either
maximum, the Committee shall make, as applicable, such adjustment
or pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
8. OFFERING
(a)On the Commencement Date relating to each Subscription
Period, each eligible Employee, whether or not such Employee
has elected to participate as provided in Section 5(a),
shall be granted an option to purchase that number of whole
shares of Common Stock (as adjusted as set forth in Section
11) not to exceed seventy two thousand (72,000) shares (or
such lower number of shares as determined by the Committee),
which may be purchased with the payroll deductions
accumulated on behalf of such Employee during each
Subscription Period at the purchase price specified in
Section 8(b) below, subject to the additional limitation
that no Employee participating in the Plan shall be granted
an option to purchase Common Stock under the Plan if such
option would permit his or her rights to purchase stock
under all employee stock purchase plans (described in
Section 423 of the Code) of Intel and its Subsidiaries to
accrue at a rate which exceeds U.S. twenty-five thousand
dollars (U.S. $25,000) of the Market Value of such Common
Stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at
any time. For purposes of the Plan, an option is "granted"
on a Participant's Commencement Date.
An option will expire upon the earliest to occur of (i) the
termination of a Participant's participation in the Plan or
such Subscription Period (ii) the beginning of a subsequent
Subscription Period in which such Participant is
participating; or (iii) the termination of the Subscription
Period. This Section 8(a) shall be interpreted so as to
comply with Code Section 423(b)(8).
(b)The Purchase Price under each option shall be with respect
to a Subscription Period the lower of (i) a percentage (not
less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Offering Price,
or (ii) the Designated Percentage of the Market Value of a
share of Common Stock on the Purchase Date on which the
Common Stock is purchased; provided that the Purchase Price
may be adjusted by the Committee pursuant to Sections 11 or
12 in accordance with Section 424(a) of the Code. The
Committee may change the Designated Percentage with respect
to any future Subscription Period, but not to below eighty-
five percent (85%), and the Committee may determine with
respect to any prospective Subscription Period that the
option price shall be the Designated Percentage of the
Market Value of a share of the Common Stock on the Purchase
Date.
9. PURCHASE OF STOCK
Unless a Participant withdraws from the Plan as
provided in Section 5(c) or except as provided in Sections 7, 12
or 14(b), upon the expiration of each Subscription Period, a
Participant's option shall be exercised automatically for the
purchase of that number of whole shares of Common Stock which the
accumulated payroll deductions credited to the Participant's
account at that time shall purchase at the applicable price
specified in Section 8(b). Notwithstanding the foregoing, Intel
or its Participating Subsidiary may make such provisions and take
such action as it deems necessary or appropriate for the
withholding of taxes and/or social insurance which Intel or its
Participating Subsidiary determines is required by Applicable
Law. Each Participant, however, shall be responsible for payment
of all individual tax liabilities arising under the Plan. The
shares of Common Stock purchased upon exercise of an option
hereunder shall be considered for tax purposes to be sold to the
Participant on the Purchase Date. During his or her lifetime, a
Participant's option to purchase shares of Common Stock hereunder
is exercisable only by him or her.
10. PAYMENT AND DELIVERY
As soon as practicable after the exercise of an option,
Intel shall deliver or cause to have delivered to the Participant
a record of the Common Stock purchased and the balance of any
amount of payroll deductions credited to the Participant's
account not used for the purchase, except as specified below. The
Committee may permit or require that shares be deposited directly
with a broker designated by the Committee or to a designated
agent of the Company, and the Committee may utilize electronic or
automated methods of share transfer. The Committee may require
that shares be retained with such broker or agent for a
designated period of time and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares.
Intel or its Participating Subsidiary shall retain the amount of
payroll deductions used to purchase Common Stock as full payment
for the Common Stock and the Common Stock shall then be fully
paid and non-assessable. No Participant shall have any voting,
dividend, or other Stockholder rights with respect to shares
subject to any option granted under the Plan until the shares
subject to the option have been purchased and delivered to the
Participant as provided in this Section 10. The Committee may in
its discretion direct Intel to retain in a Participant's account
for the subsequent Subscription Period any payroll deductions
which are not sufficient to purchase a whole share of Common
Stock or to return such amount to the Participant. Any other
amounts left over in a Participant's account after a Purchase
Date shall be returned to the Participant without interest.
11. RECAPITALIZATION
Subject to any required action by the Stockholders of
Intel, if there is any change in the outstanding shares of Common
Stock because of a merger, consolidation, spin-off,
reorganization, recapitalization, dividend in property other than
cash, stock split, reverse stock split, stock dividend,
liquidating dividend, combination or reclassification of the
Common Stock (including any such change in the number of shares
of Common Stock effected in connection with a change in domicile
of Intel), or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration
by Intel, provided that conversion of any convertible securities
of Intel shall not be deemed to have been "effected without
consideration," the number of securities covered by each option
under the Plan which has not yet been exercised and the number of
securities which have been authorized and remain available for
issuance under the Plan, as well as the maximum number of
securities which may be purchased by a Participant in a
Subscription Period, and the price per share covered by each
option under the Plan which has not yet been exercised, may be
appropriately adjusted by the Board, and the Board shall take any
further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances. The Board's
determinations under this Section 11 shall be conclusive and
binding on all parties.
12. MERGER, LIQUIDATION, OTHER CORPORATE TRANSACTIONS
(a)In the event of the proposed liquidation or dissolution of
Intel, the Subscription Period will terminate immediately
prior to the consummation of such proposed transaction,
unless otherwise provided by the Board in its sole
discretion, and all outstanding options shall automatically
terminate and the amounts of all payroll deductions will be
refunded without interest to the Participants.
(b)In the event of a proposed sale of all or substantially all
of the assets of Intel, or the merger or consolidation or
similar combination of Intel with or into another entity,
then in the sole discretion of the Board, (1) each option
shall be assumed or an equivalent option shall be
substituted by the successor corporation or parent or
subsidiary of such successor entity, (2) a date established
by the Board on or before the date of consummation of such
merger, consolidation, combination or sale shall be treated
as a Purchase Date, and all outstanding options shall be
exercised on such date, (3) all outstanding options shall
terminate and the accumulated payroll deductions will be
refunded without interest to the Participants, or (4)
outstanding options shall continue unchanged.
13. TRANSFERABILITY
Neither payroll deductions credited to a Participant's
bookkeeping account nor any rights to exercise an option or to
receive shares of Common Stock under the Plan may be voluntarily
or involuntarily assigned, transferred, pledged, or otherwise
disposed of in any way, and any attempted assignment, transfer,
pledge, or other disposition shall be null and void and without
effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interests under
the Plan, other than as permitted by the Code, such act shall be
treated as an election by the Participant to discontinue
participation in the Plan pursuant to Section 5(c).
14. AMENDMENT OR TERMINATION OF THE PLAN
(a)The Plan shall continue from the Effective Date until August
31, 2011, unless it is terminated in accordance with Section
14(b).
(b)The Board may, in its sole discretion, insofar as permitted
by law, terminate or suspend the Plan, or revise or amend it
in any respect whatsoever, and the Committee may revise or
amend the Plan consistent with the exercise of its duties
and responsibilities as set forth in the Plan or any
delegation under the Plan, except that, without approval of
the Stockholders, no such revision or amendment shall
increase the number of shares subject to the Plan, other
than an adjustment under Section 11 of the Plan, or make
other changes for which Stockholder approval is required
under Applicable Law. Upon a termination or suspension of
the Plan, the Board may in its discretion (i) return without
interest, the payroll deductions credited to Participants'
accounts to such Participants or (ii) set an earlier
Purchase Date with respect to a Subscription Period then in
progress.
15. ADMINISTRATION
(a)The Board has appointed the Compensation Committee of the
Board to administer the Plan (the "Committee"), who will
serve for such period of time as the Board may specify and
whom the Board may remove at any time. The Committee will
have the authority and responsibility for the day-to-day
administration of the Plan, the authority and responsibility
specifically provided in this Plan and any additional duty,
responsibility and authority delegated to the Committee by
the Board, which may include any of the functions assigned
to the Board in this Plan. The Committee may delegate to a
sub-committee or to an officer or officers of Intel the day-
to-day administration of the Plan. The Committee shall have
full power and authority to adopt, amend and rescind any
rules and regulations which it deems desirable and
appropriate for the proper administration of the Plan, to
construe and interpret the provisions and supervise the
administration of the Plan, to make factual determinations
relevant to Plan entitlements and to take all action in
connection with administration of the Plan as it deems
necessary or advisable, consistent with the delegation from
the Board. Decisions of the Committee shall be final and
binding upon all Participants. Any decision reduced to
writing and signed by all of the members of the Committee
shall be fully effective as if it had been made at a meeting
of the Committee duly held. The Company shall pay all
expenses incurred in the administration of the Plan.
(b)In addition to such other rights of indemnification as they
may have as members of the Board or officers or employees of
the Company, members of the Board and of the Committee shall
be indemnified by the Company against all reasonable
expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by
reason of any action taken or failure to act under or in
connection with the Plan, or any right granted under the
Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that
such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that
within sixty (60) days after the institution of such action,
suit or proceeding, such person shall offer to the Company,
in writing, the opportunity at its own expense to handle and
defend the same.
16. COMMITTEE RULES FOR FOREIGN JURISDICTIONS
The Committee may adopt rules or procedures relating to
the operation and administration of the Plan to accommodate the
specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Committee is
specifically authorized to adopt rules and procedures regarding
handling of payroll deductions or other contributions by
Participants, payment of interest, conversion of local currency,
data privacy security, payroll tax, withholding procedures and
handling of stock certificates which vary with local
requirements; however, if such varying provisions are not in
accordance with the provisions
of Section 423(b) of the Code, including but not limited to the
requirement of Section 423(b)(5) of the Code that all options
granted under the Plan shall have the same rights and privileges
unless otherwise provided under the Code and the regulations
promulgated thereunder, then the individuals affected by such
varying provisions shall be deemed to be participating under a
sub-plan and not in the Plan. The Committee may also adopt sub-
plans applicable to particular Subsidiaries or locations, which
sub-plans may be designed to be outside the scope of Code section
423 and shall be deemed to be outside the scope of Code section
423 unless the terms of the sub-plan provide to the contrary. The
rules of such sub-plans may take precedence over other provisions
of this Plan, with the exception of Section 7, but unless
otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-
plan. The Committee shall not be required to obtain the approval
of the Stockholders prior to the adoption, amendment or
termination of any sub-plan unless required by the laws of the
foreign jurisdiction in which Employees participating in the sub-
plan are located.
17. SECURITIES LAWS REQUIREMENTS
(a)No option granted under the Plan may be exercised to any
extent unless the shares to be issued upon such exercise
under the Plan are covered by an effective registration
statement pursuant to the Securities Act and the Plan is in
material compliance with all applicable provisions of law,
domestic or foreign, including, without limitation, the
Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, applicable state and foreign
securities laws and the requirements of any stock exchange
upon which the Shares may then be listed, subject to the
approval of counsel for the Company with respect to such
compliance. If on a Purchase Date in any Subscription Period
hereunder, the Plan is not so registered or in such
compliance, options granted under the Plan which are not in
material compliance shall not be exercised on such Purchase
Date, and the Purchase Date shall be delayed until the Plan
is subject to such an effective registration statement and
such compliance, except that the Purchase Date shall not be
delayed more than twelve (12) months and the Purchase Date
shall in no event be more than twenty-seven (27) months from
the Commencement Date relating to such Subscription Period.
If, on the Purchase Date of any offering hereunder, as
delayed to the maximum extent permissible, the Plan is not
registered and in such compliance, options granted under the
Plan which are not in material compliance shall not be
exercised and all payroll deductions accumulated during the
Subscription Period (reduced to the extent, if any, that
such deductions have been used to acquire shares of Common
Stock) shall be returned to the Participants, without
interest. The provisions of this Section 17 shall comply
with the requirements of Section 423(b)(5) of the Code to
the extent applicable.
(b)As a condition to the exercise of an option, Intel may
require the person exercising such option to represent and
warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the
opinion of counsel for Intel, such a representation is
required by any of the aforementioned applicable provisions
of law.
18. GOVERNMENTAL REGULATIONS
This Plan and Intel's obligation to sell and deliver
shares of its stock under the Plan shall be subject to the
approval of any governmental authority required in connection
with the Plan or the authorization, issuance, sale, or delivery
of stock hereunder.
19. NO ENLARGEMENT OF EMPLOYEE RIGHTS
Nothing contained in this Plan shall be deemed to give
any Employee or other individual the right to be retained in the
employ or service of Intel or any Participating Subsidiary or to
interfere with the right of Intel or Participating Subsidiary to
discharge any Employee or other individual at any time, for any
reason or no reason, with or without notice.
20. GOVERNING LAW
This Plan shall be governed by applicable laws of the
State of Delaware and applicable federal law.
21. EFFECTIVE DATE
This Plan shall be effective on the Effective Date,
subject to approval of the Stockholders of Intel within twelve
(12) months before or after its date of adoption by the Board.
22. REPORTS
Individual accounts shall be maintained for each
Participant in the Plan. Statements of account shall be made
available to Participants at least annually, which statements
shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares of Common Stock purchased and the
remaining cash balance, if any.
23. DESIGNATION OF BENEFICIARY FOR OWNED SHARES
With respect to shares of Common Stock purchased by the
Participant pursuant to the Plan and held in an account
maintained by Intel or its assignee on the Participant's behalf,
the Participant may be permitted to file a written designation of
beneficiary, who is to receive any shares and cash, if any, from
the Participant's account under the Plan in the event of such
Participant's death subsequent to the end of a Subscription
Period but prior to delivery to him or her of such shares and
cash. In addition, a Participant may file a written designation
of a beneficiary who is to receive any cash from the
Participant's account under the Plan in the event of such
Participant's death prior to the Purchase Date of a Subscription
Period. If a Participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required
for such designation to be effective, to the extent required by
local law. The Participant (and if required under the preceding
sentence, his or her spouse) may change such designation of
beneficiary at any time by written notice. Subject to local legal
requirements, in the event of a Participant's death, Intel or its
assignee shall deliver any shares of Common Stock and/or cash to
the designated beneficiary. Subject to local law, in the event of
the death of a Participant and in the absence of a beneficiary
validly designated who is living at the time of such
Participant's
death, Intel shall deliver such shares of Common Stock and/or
cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been
appointed (to the knowledge of Intel), Intel in its sole
discretion, may deliver (or cause its assignee to deliver) such
shares of Common Stock and/or cash to the spouse, or to any one
or more dependents or relatives of the Participant, or if no
spouse, dependent or relative is known to Intel, then to such
other person as Intel may determine. The provisions of this
Section 23 shall in no event require Intel to violate local law,
and Intel shall be entitled to take whatever action it reasonably
concludes is desirable or appropriate in order to transfer the
assets allocated to a deceased Participant's account in
compliance with local law.
24. ADDITIONAL RESTRICTIONS OF RULE 16b-3.
The terms and conditions of options granted hereunder
to, and the purchase of shares of Common Stock by, persons
subject to Section 16 of the Exchange Act shall comply with the
applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares of Common
Stock issued upon exercise thereof shall be subject to, such
additional conditions and restrictions, if any, as may be
required by Rule 16b-3 to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
25. NOTICES
All notices or other communications by a Participant to
Intel or the Committee under or in connection with the Plan shall
be deemed to have been duly given when received in the form
specified by Intel or the Committee at the location, or by the
person, designated by Intel for the receipt thereof.