Exhibit 10.19
INTEL CORPORATION
2006 EQUITY INCENTIVE PLAN
TERMS AND CONDITIONS RELATING TO NONQUALIFIED STOCK OPTIONS
GRANTED ON AND AFTER MAY 17, 2006 UNDER THE INTEL CORPORATION
2006 EQUITY INCENTIVE PLAN (for options granted under the ELTSOP
option program)
1. TERMS OF OPTION
The following terms and conditions (these "Standard Terms")
apply to Nonqualified Stock Options granted to U.S.
employees under the Intel Corporation 2006 Equity Incentive
Plan (the "2006 Plan") for grants formerly known as ELTSOP
grants.
2. NONQUALIFIED STOCK OPTION
The option is not intended to be an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and will be interpreted accordingly.
3. OPTION PRICE
The exercise price of the option (the "option price") is
100% of the market value of the common stock of Intel
Corporation ("Intel" or the "Corporation"), $.001 par value
(the "Common Stock"), on the date of grant, as specified in
the Notice of Grant. "Market value" means the average of
the highest and lowest sales prices of the Common Stock as
reported by NASDAQ.
4. TERM OF OPTION AND EXERCISE OF OPTION
To the extent the option has become exercisable (vested)
during the periods indicated in the Notice of Grant and has
not been previously exercised, and subject to termination or
acceleration as provided in these Standard Terms and the
requirements of these Standard Terms, the Notice of Grant
and the 2006 Plan, you may exercise the option to purchase
up to the number of shares of the Common Stock set forth in
the Notice of Grant. Notwithstanding anything to the
contrary in Section 5 or Sections 7 through 9 hereof, no
part of the option may be exercised after ten (10) years
from the date of grant.
The process for exercising the option (or any part thereof)
is governed by these Standard Terms, the Notice of Grant,
the 2006 Plan and your agreements with Intel's stock plan
administrator. Exercises of stock options will be processed
as
soon as practicable. The option price may be paid (a) in
cash, (b) by arrangement with Intel's stock plan
administrator which is acceptable to Intel where payment of
the option price is made pursuant to an irrevocable
direction to the broker to deliver all or part of the
proceeds from the sale of the shares of the Common Stock
issuable under the option to Intel, (c) by delivery of any
other lawful consideration approved in advance by the
Committee of the Board of Directors of Intel established
pursuant to the 2006 Plan (the "Committee") or its delegate,
or (d) in any combination of the foregoing. Fractional
shares may not be exercised. Shares of the Common Stock
will be issued as soon as practicable. You will have the
rights of a stockholder only after the shares of the Common
Stock have been issued. For administrative or other
reasons, Intel may from time to time suspend the ability of
employees to exercise options for limited periods of time.
Notwithstanding the above, Intel shall not be obligated to
deliver any shares of the Common Stock during any period
when Intel determines that the exercisability of the option
or the delivery of shares hereunder would violate any
federal, state or other applicable laws.
Notwithstanding anything to the contrary in these Standard
Terms or the applicable Notice of Grant, Intel may reduce
your unvested options if you change classification from a
full-time to a part-time employee.
IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKDAY,
YOU MUST EXERCISE YOUR OPTIONS BEFORE 3:45 P.M. NEW YORK
TIME ON THE EXPIRATION DATE.
IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKEND OR
ANY OTHER DAY ON WHICH THE NASDAQ STOCK MARKET ("NASDAQ") IS
NOT OPEN, YOU MUST EXERCISE YOUR OPTIONS BEFORE 3:45 P.M.
NEW YORK TIME ON THE LAST NASDAQ BUSINESS DAY PRIOR TO THE
EXPIRATION DATE.
5. LEAVES OF ABSENCE
(a) Except as expressly provided otherwise in these Standard
Terms, if you take a personal leave of absence ("PLOA"),
the option will be exercisable only to the extent and
during the times specified in this Section 5:
(1) If the duration of the PLOA is 365 days or less,
you may exercise any part of the option that vested
prior to the commencement of the PLOA at any time
during the PLOA. If the duration of the PLOA is
greater than 365 days, any part of the
option that had vested prior to the commencement
of the PLOA and that has not been exercised will
terminate on the 365th day of the PLOA.
(2) If the duration of the PLOA is less than thirty
(30) days:
a. The exercisability of any part of the option
that 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); and
b. Any part of the option that had not vested at
the commencement of the PLOA and would not have
vested during the PLOA shall vest in accordance
with the normal schedule indicated in the Notice
of Grant and shall not be affected by the PLOA.
(3) If the duration of the PLOA equals or exceeds thirty
(30) days, the exercisability of each part of the
option scheduled to vest after commencement of the
PLOA shall be deferred for a period of time equal
to the duration of the PLOA, however, in no
event shall the term of the option be extended
beyond ten (10) years from the date of grant. If
you terminate employment after returning from the
PLOA but prior to the end of such deferral
period, you shall have no right to exercise any
unvested portion of the option, except to the extent
provided otherwise in Sections 8 and 9 hereof, and
such option shall terminate as of the date that your
employment terminates.
(4) If you terminate employment with the Corporation during a
PLOA:
a. Any portions of the option that had vested
prior to the commencement of the PLOA shall be
exercisable in accordance with Sections 7
through 9 hereof, as applicable; and
b. Any portions of the option that had not vested
prior to the commencement of the PLOA shall
terminate, except to the extent provided
otherwise in Sections 8 and 9 hereof.
(b) If you take an approved Leave of Absence ("LOA") other
than a PLOA under Intel Leave Guidelines, the vesting of
your options shall be unaffected by such absence and will
vest in accordance with the schedule set forth in the
Notice of Grant.
6. SUSPENSION OR TERMINATION OF OPTION FOR MISCONDUCT
If you have allegedly committed an act of misconduct as
defined in the 2006 Plan, including, but not limited to,
embezzlement, fraud, dishonesty, unauthorized disclosure of
trade secrets or confidential information, breach of
fiduciary duty or nonpayment of an obligation owed to the
Corporation, an Authorized Officer, as defined in the 2006
Plan, may suspend your right to exercise the option, pending
a decision by the Committee (or Board of Directors,
as the
case may be) or an Authorized Officer to terminate the
option. The option cannot be exercised during such
suspension or after such termination.
7. 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
death, Disablement (defined below), or discharge for
misconduct, you may exercise any portion of the option that
had vested on or prior to the date of termination at any
time prior to ninety (90) days after the date of such
termination. The option shall terminate on the 90th day to
the extent that it is unexercised. All unvested stock
options shall be cancelled on the date of employment
termination, regardless of whether such employment
termination is voluntary or involuntary.
For purposes of this Section 7, your employment is not
deemed terminated if, prior to sixty (60) days after the
date of termination from Intel or a Subsidiary, you are
rehired by Intel or a Subsidiary on a basis that would make
you eligible for future Intel stock option grants, nor would
your transfer from Intel to any Subsidiary or from any one
Subsidiary to another, or from a Subsidiary to Intel be
deemed a termination of employment. Further, your
employment with any partnership, joint venture or
corporation not meeting the requirements of a Subsidiary in
which Intel 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 designated as an
employee of a Subsidiary for purposes of this provision.
8. DEATH
Except as expressly provided otherwise in these Standard
Terms, if you die while employed by the Corporation, the
executor of your will, administrator of your estate or any
successor trustee of a grantor trust may exercise the
option, to the extent not previously exercised and whether
or not vested on the date of death, at any time prior to 365
days from the date of death.
Except as expressly provided otherwise in these Standard
Terms, if you die prior to ninety (90) days after
terminating your employment with the Corporation, the
executor of your will or administrator of your estate may
exercise the option, to the extent not previously exercised
and to the extent the option had vested on or prior to the
date of your employment termination, at any time prior to
365 days from the date of your employment termination.
The option shall terminate on the applicable expiration date
described in this Section 8, to the extent that it is
unexercised.
9. DISABILITY
Except as expressly provided otherwise in these Standard
Terms, following your termination of employment due to
Disablement, you may exercise the option, to the extent not
previously exercised and whether or not the option had
vested on or prior to the date of employment termination, at
any time prior to 365 days from the later of the date of
your termination of employment due to your Disablement or
the date of determination of your Disablement as described
in this Section 9; provided, however, that while the claim
of Disablement is pending, options that were unvested at
termination of employment may not be exercised and options
that were vested at termination of employment may be
exercised only during the period set forth in Section 7
hereof. The option shall terminate on the 365th day from
the date of determination of Disablement, to the extent that
it is unexercised. For purposes of these Standard Terms,
"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.
10. INCOME TAXES WITHHOLDING
Nonqualified stock options are taxable upon exercise. To
the extent required by applicable federal, state or other
law, you shall make arrangements satisfactory to Intel for
the satisfaction of any withholding tax obligations that
arise by reason of an option exercise and, if applicable,
any sale of shares of the Common Stock. Intel shall not be
required to issue shares of the Common Stock or to recognize
any purported transfer of shares of the Common Stock until
such obligations are satisfied. The Committee may permit
these obligations to be satisfied by having Intel withhold a
portion of the shares of the Common Stock that otherwise
would be issued to you upon exercise of the option, or to
the extent permitted by the Committee, by tendering shares
of the Common Stock previously acquired.
11. TRANSFERABILITY OF OPTION
Unless otherwise provided by the Committee, each option
shall be transferable only
(a) pursuant to your will or upon your death to your
beneficiaries, or
(b) by gift to your Immediate Family (defined below),
partnerships whose only partners are you or members
of your Immediate Family, limited liability companies
whose only shareholders are you or members of your
Immediate Family, or trusts established solely for
the benefit of you or members of your Immediate Family,
or
(c) by gift to a foundation in which you and/or members of
your Immediate Family control the management of the
foundation's assets.
For purposes of these Standard Terms, "Immediate Family" is
defined as your spouse or domestic partner, children,
grandchildren, parents, or siblings.
With respect to transfers by gift under subsection (b),
options are transferable whether vested or not at the time
of transfer. With respect to transfers by gift under
subsection (c), options are transferable only to the extent
the options are vested at the time of transfer. Any
purported assignment, transfer or encumbrance that does not
qualify under subsections (a), (b) and (c) above shall be
void and unenforceable against the Corporation.
Any option transferred by you pursuant to this section shall
not be transferable by the recipient except by will or the
laws of descent and distribution.
The transferability of options is subject to any applicable
laws of your country of residence or employment.
12. DISPUTES
The Committee or its delegate shall finally and conclusively
determine any disagreement concerning your option.
13. AMENDMENTS
The 2006 Plan and the option may be amended or altered by
the Committee or the Board of Directors of Intel to the
extent provided in the 2006 Plan.
14. THE 2006 PLAN AND OTHER AGREEMENTS; OTHER MATTERS
(a) The provisions of these Standard Terms and the 2006
Plan are incorporated into the Notice of Grant by
reference. You hereby acknowledge that a copy of the
2006 Plan has been made available to you. Certain
capitalized terms used in these Standard Terms
are defined in the 2006 Plan.
These Standard Terms, the Notice of Grant and the 2006
Plan constitute the entire understanding between you
and the Corporation regarding the option. Any prior
agreements, commitments or negotiations concerning the
option are superseded.
The grant of an option to an employee in any one year,
or at any time, does not obligate Intel or any
Subsidiary to make a grant in any future year or in any
given amount and should not create an expectation that
Intel or any Subsidiary might make a grant in any
future year or in any given amount.
(b) Options 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.
(c) Notwithstanding any other provision of these Standard
Terms, if any changes in the financial or tax accounting
rules applicable to the options 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 options 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) To the extent that the option refers to the Common Stock
of Intel Corporation, and as required by the laws of your
residence or employment, only authorized but unissued
shares thereof shall be utilized for delivery upon
exercise by the holder in accord with the terms hereof.
(f) 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.
(g) Because these Standard Terms relate to terms and conditions
under which you may purchase Common Stock of Intel, 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 option
granted hereunder shall be brought in the state or federal
courts of competent jurisdiction in the State of California.