Exhibit 10.2
INTEL CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE 2006 EQUITY INCENTIVE PLAN
(for RSUs granted after May 17, 2006 under the standard RSU
program)
1. TERMS OF RESTRICTED STOCK UNIT
This Restricted Stock Unit Agreement (this "Agreement"), the
Notice of Grant delivered herewith (the "Notice of Grant") and
the Intel Corporation 2006 Equity Incentive Plan (the "2006
Plan"), as such may be amended from time to time, constitute
the entire understanding between you and Intel Corporation
(the "Corporation") regarding the Restricted Stock Units
("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 this
Agreement. 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 this Agreement. 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 this Agreement
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
laws of the United States or your country of residence or
employment 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 this Agreement, 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 this Agreement, 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) an 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 this Agreement, 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 this Agreement, 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 this Agreement, "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 entire 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 in
accordance with the tax laws of the country where you are
resident or employed. RSUs are taxable in
accordance with the
existing or future tax laws of the country where you are
resident or employed. If you are an U.S. citizen or
expatriate, you may also be subject to U.S. tax laws.
To the extent required by applicable federal, state or other
law, you shall make arrangements satisfactory to the
Corporation (or the Subsidiary that employs you, if your
Subsidiary is involved in the administration of the 2006 Plan)
for the payment and satisfaction of any income tax, social
security tax, payroll tax, social taxes, applicable national
or local taxes, or payment on account of other tax related to
withholding obligations that arise by reason of granting of a
RSU, vesting of a RSU or any sale of shares of the Common
Stock (whichever is applicable).
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
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 this Agreement. 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 this
Agreement 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.
12. DISPUTES
Any question concerning the interpretation of this Agreement,
your Notice of Grant, the RSUs or the 2006 Plan, any
adjustments required to be made thereunder, and any
controversy that may arise under this Agreement, 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 15(e) 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. DATA PRIVACY
You explicitly and unambiguously consent to the collection,
use and transfer, in electronic or other form, of your
personal data as described in this document by the Corporation
for the exclusive purpose of implementing, administering and
managing your participation in the 2006 Plan.
You hereby understand that the Corporation holds certain
personal information about you, including, but not limited to,
your name, home address and telephone number, date of birth,
social insurance number or other identification number,
salary, nationality, job title, any shares of stock or
directorships held in the Corporation, details of all RSUs or
any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in your favor, for
the purpose of implementing, administering and managing the
2006 Plan ("Data"). You hereby understand that Data may be
transferred to any third parties assisting in the
implementation, administration and management of the 2006
Plan, that these recipients may be located in your country or
elsewhere, and that the recipient's country may have different
data privacy laws and protections than your country. You
hereby understand that you may request a list with the
names
and addresses of any potential recipients of the Data by
contacting your local human resources representative. You
authorize the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing your
participation in the 2006 Plan, including any requisite
transfer of such Data as may be required to a broker or other
third party with whom you may elect to deposit any shares of
Common Stock acquired under your RSUs. You hereby understand
that Data will be held only as long as is necessary to
implement, administer and manage your participation in the
2006 Plan. You hereby understand that you may, at any time,
view Data, request additional information about the storage
and processing of Data, require any necessary amendments to
Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing your local human
resources representative. You hereby understand, however,
that refusing or withdrawing your consent may affect your
ability to participate in the 2006 Plan. For more information
on the consequences of your refusal to consent or withdrawal
of consent, you hereby understand that you may contact the
human resources representative responsible for your country at
the local or regional level.
15. THE 2006 PLAN AND OTHER TERMS; OTHER MATTERS
(a) Certain capitalized terms used in this Agreement are defined
in the 2006 Plan. Any prior agreements, commitments or
negotiations concerning the RSUs are superseded by this Agreement
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 this Agreement, if any
changes in the financial or tax accounting rules applicable to the
RSUs covered by this Agreement 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 this Agreement or
cancel and cause a forfeiture with respect to any unvested RSUs at
the time of such determination.
(d) Nothing contained in this Agreement creates or implies an
employment contract or term of employment upon which you may rely.
(e) Because this Agreement relates to terms and conditions under
which you may be issued shares of Common Stock of Intel
Corporation, a Delaware corporation, an essential term of this
Agreement 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
this Agreement or the RSUs granted hereunder shall be brought in
the state or federal courts of competent jurisdiction in the State
of California.
(f) Notwithstanding anything to the contrary in this Agreement 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.
(g) 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.
(h) In consideration of the grant of RSUs, no claim or entitlement
to compensation or damages shall arise from termination of your
RSUs or diminution in value of the RSUs or Common Stock acquired
through vested RSUs resulting from termination of your active
employment by the Corporation (for any reason whatsoever and
whether or not in breach of local labor laws) and you hereby
release the Corporation from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court
of competent jurisdiction to have arisen, then you shall be deemed
irrevocably to have waived your entitlement to pursue such claim.
(i) Notwithstanding any terms or conditions of the 2006 Plan to
the contrary, in the event of involuntary termination of your
employment (whether or not in breach of local labor laws), your
right to receive the RSUs and vest in RSUs under the 2006 Plan, if
any, will terminate effective as of the date that you are no longer
actively employed and will not be extended by any notice period
mandated under local law (e.g., active employment would not include
a period of "garden leave" or similar period pursuant to local
law); furthermore, in the event of involuntary termination of
employment (whether or not in breach of local labor laws), your
right to sell shares of Common Stock that converted from vested
RSUs after termination of employment, if any, will be measured by
the date of termination of your active employment and will not be
extended by any notice period mandated under local law.
(j) Notwithstanding any provision of this Agreement, 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 15(j) 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.
(k) 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.