Exhibit 10.1
INTEL CORPORATION
2006 EQUITY INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS RELATING TO RESTRICTED STOCK UNITS
GRANTED ON AND AFTER MAY 17, 2006 UNDER THE INTEL CORPORATION
2006 EQUITY INCENTIVE PLAN (standard RSU 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 2006 Equity Incentive
Plan (the "2006 Plan"). Your Notice of Grant, these
Standard Terms and the 2006 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 2006
Plan.
RSUs will vest to the extent provided in and in accordance
with the terms of the Notice of Grant and these Standard
Terms. If your status as an Employee terminates for any
reason except death, Disablement (defined below) or
Retirement (defined below), prior to the vesting dates set
forth in your Notice of Grant, your unvested RSUs will be
cancelled.
3. CONVERSION INTO COMMON STOCK
Shares of Common Stock will be issued or become free of
restrictions as soon as practicable following vesting of the
RSUs, provided that you have satisfied your tax withholding
obligations as specified under Section 10 of these Standard
Terms and you have completed, signed and returned any
documents and taken
any additional action that the
Corporation deems appropriate to enable it to accomplish the
delivery of the shares of Common Stock. The shares of
Common Stock will be issued in your name (or may be issued
to your executor or personal representative, in the event of
your death or Disablement), 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 2006 Plan (the
"Committee"), including any Subcommittee or "Authorized
Officer" (as defined in Section 8. (a)(v) of the 2006 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 2006 Plan (embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the
Corporation, breach of fiduciary duty or deliberate
disregard of Corporation rules resulting in loss, damage or
injury to the Corporation, an unauthorized disclosure of any
Corporation trade secret or confidential information, any
conduct constituting unfair competition, inducing any
customer to breach a contract with the Corporation or
inducing any principal for whom the Corporation acts as
agent to terminate such agency relationship), the vesting of
your RSUs may be suspended pending a determination of
whether an act of misconduct has been committed. If the
Corporation determines that you have committed an act of
misconduct, all RSUs not vested as of the date the
Corporation was notified that you may have committed an act
of misconduct shall be cancelled and neither you nor any
beneficiary shall be entitled to any claim with respect to
the RSUs whatsoever. Any determination by the Committee or
an Authorized Officer with respect to the foregoing shall be
final, conclusive, and binding on all interested parties.
6. TERMINATION OF EMPLOYMENT
Except as expressly provided otherwise in these Standard
Terms, if your employment by the Corporation terminates for
any reason, whether voluntarily or involuntarily, other than
on account of death, Disablement (defined below) or
Retirement (defined below), all RSUs not then vested shall
be cancelled on the date of employment termination,
regardless of whether such employment termination is as a
result of a divestiture or otherwise. For purposes of this
Section 6, your employment with any partnership, joint
venture or corporation not meeting the requirements of a
Subsidiary in which the Corporation or a Subsidiary is a
party shall be considered employment for purposes of this
provision if either (a) the entity is designated by the
Committee as a Subsidiary for purposes of this provision or
(b) you are specifically designated as an employee of a
Subsidiary for purposes of this provision.
For purposes of this provision, your employment is not
deemed terminated if, prior to sixty (60) days after the
date of termination from the Corporation or a Subsidiary,
you are rehired by the Corporation or a Subsidiary on a
basis that would make you eligible for future Intel RSU
grants, nor would your transfer from the Corporation to any
Subsidiary or from any one Subsidiary to another, or from a
Subsidiary to the Corporation be deemed a termination of
employment.
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, if your employment terminates as a result of
Disablement, your RSUs will become one hundred percent
(100%) vested upon the later of the date of your termination
of employment due to your Disablement or the date of
determination of your Disablement.
For purposes of this Section 8, "Disablement" shall be
determined in accordance with the standards and procedures
of the then-current Long Term Disability Plan maintained by
the Corporation or the Subsidiary that employs you, and in
the event you are not a participant in a then-current Long
Term Disability Plan maintained by the Corporation or the
Subsidiary that employs you, "Disablement" shall have the
same meaning as disablement is defined in the Intel Long
Term Disability Plan, which is generally a physical
condition arising from an illness or injury, which renders
an individual incapable of performing work in any
occupation, as determined by the Corporation.
9. RETIREMENT
For purposes of these Standard Terms, "Retirement" shall
mean either Standard Retirement (as defined below) or the
Rule of 75 (as defined below). Upon your Retirement,
vesting of your RSUs shall be accelerated to the extent
provided in Section 9(a) or Section 9(b) below (but not to
the extent provided under both provisions together),
whichever results in the greater number of RSUs vesting:
(a) If you retire at or after age 60 ("Standard Retirement"),
then all RSUs that were scheduled to vest within a number of
whole years from the date of your Retirement determined by
dividing the number of years that you have been employed by
the Corporation (measured in complete, whole years) by five (5),
rounded down to the nearest whole number of years, shall vest as
of the date of your Retirement. No vesting acceleration shall
occur for any periods of employment of less than five (5) years;
or
(b) If, when you terminate employment with the Corporation, your
age plus years of service (in each case measured in complete,
whole years) equals or exceeds 75 ("Rule of 75"), then all RSUs
that were scheduled to vest within one year of the date of your
Retirement shall vest as of the date of your Retirement.
10. TAX WITHHOLDING
RSUs are taxable upon vesting based on the market value on
the date of vesting. To the extent required by applicable
federal, state or other law, you shall make arrangements
satisfactory to the Corporation for the payment and
satisfaction of any income tax, social security tax, payroll
tax, or payment on account of 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, and to pay
such tax withholding to the Corporation. The shares may be
sold as part of a block trade with other participants of the
2006 Plan in which all participants receive an average
price. For this purpose, "Market Value" will be calculated
as the average of the highest and lowest sales prices of the
Common Stock as reported by NASDAQ on the day your RSUs
vest. The future value of the underlying shares of Common
Stock is unknown and cannot be predicted with certainty.
You are ultimately liable and responsible for all taxes owed
by you in connection with your RSUs, regardless of any
action the Corporation takes or any transaction pursuant to
this Section 10 with respect to any tax withholding
obligations that arise in connection with the RSUs. The
Corporation makes no representation or undertaking regarding
the treatment of any tax withholding in connection with the
grant, issuance, vesting or settlement of the RSUs or the
subsequent sale of any of the shares of Common Stock
underlying the RSUs that vest. The Corporation does not
commit and is under no obligation to structure the RSU
program to reduce or eliminate your tax liability.
11. RIGHTS AS A STOCKHOLDER AND RESTRICTIONS
Your RSUs may not be otherwise transferred or assigned,
pledged, hypothecated or otherwise disposed of in any way,
whether by operation of law or otherwise, and may not be
subject to execution, attachment or similar process. Any
attempt to transfer, assign, hypothecate or otherwise
dispose of your RSUs other than as permitted above, shall be
void and unenforceable against the Corporation.
You will have the rights of a stockholder only after shares
of the Common Stock have been issued to you following
vesting of your RSUs and satisfaction of all other
conditions to the issuance of those shares as set forth in
these Standard Terms. RSUs shall not entitle you to any
rights of a stockholder of Common Stock and there are no
voting or dividend rights with respect to your RSUs. RSUs
shall remain terminable pursuant to these Standard Terms at
all times until they vest and convert into shares. As a
condition to having the right to receive shares of Common
Stock pursuant to your RSUs, you acknowledge that unvested
RSUs shall have no value for purposes of any aspect of your
employment relationship with the Corporation.
Notwithstanding anything to the contrary in these Standard
Terms or the applicable Notice of Grant, your RSUs are
subject to reduction by the Corporation if you change your
employment classification from a full-time employee to a
part-time employee.
RSUs are not part of your employment contract (if any) with
the Corporation, your salary, your normal or expected
compensation, or other remuneration for any purposes,
including for purposes of computing severance pay or other
termination compensation or indemnity.
12. DISPUTES
Any question concerning the interpretation of these Standard
Terms, your Notice of Grant, the RSUs or the 2006 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 2006 Plan shall be
determined by the Committee (including any person(s) to whom
the Committee has delegated its authority) in its sole and
absolute discretion. Such decision by the Committee shall
be final and binding unless determined pursuant to Section
14(f) to have been arbitrary and capricious.
13. AMENDMENTS
The 2006 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 2006 Plan.
14. THE 2006 PLAN AND OTHER TERMS; OTHER MATTERS
(a) Certain capitalized terms used in these Standard Terms are
defined in the 2006 Plan. Any prior agreements, commitments
or negotiations concerning the RSUs are superseded by these
Standard Terms and your Notice of Grant. You hereby
acknowledge that a copy of the 2006 Plan has been made
available to you.
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 2006 Plan to the contrary, if, at the time
of your termination of employment with the Corporation, you are
a "specified employee" as defined in Section 409A of the Internal
Revenue Code ("Code"), and one or more of the payments or
benefits received or to be received by you pursuant to the
RSUs would constitute deferred compensation subject to Section
409A, no such payment or benefit will be provided under the RSUs
until the earliest of (A) the date which is six (6) months
after your "separation from service" for any reason, other than
death or "disability" (as such terms are used in Section
409A(a)(2) of the Code), (B) the date of your death or
"disability" (as such term is used in Section 409A(a)(2)(C) of
the Code) or (C) the effective date of a "change in the ownership
or effective control" of the Corporation (as such term is used in
Section 409A(a)(2)(A)(v) of the Code). The provisions of this
Section 14(e) shall only apply to the extent required to
avoid your incurrence of any penalty tax or interest under
Section 409A of the Code or any regulations or Treasury guidance
promulgated thereunder. In addition, if any provision of the
RSUs would cause you to incur any penalty tax or interest under
Section 409A of the Code or any regulations or Treasury guidance
promulgated thereunder, the Corporation may reform such provision
to maintain to the maximum extent practicable the original intent
of the applicable provision without violating the provisions of
Section 409A of the Code.
(f) Because these Standard Terms relate to terms and conditions
under which you may be issued shares of Common Stock of Intel
Corporation, a Delaware corporation, an essential term of these
Standard Terms is that it shall be governed by the laws of the
State of Delaware, without regard to choice of law principles of
Delaware or other jurisdictions. Any action, suit, or proceeding
relating to these Standard Terms or the RSUs granted hereunder
shall be brought in the state or federal courts of competent
jurisdiction in the State of California.
(g) Copies of Intel Corporation's Annual Report to Stockholders
for its latest fiscal year and Intel Corporation's latest
quarterly report are available, without charge, at the
Corporation's business office.