Exhibit 10.1
INTEL CORPORATION
1984 STOCK OPTION PLAN
(Amended and Restated Effective July 16, 1997)
1. PURPOSE
The purpose of this amended and restated Intel Corporation 1984 Stock
Option Plan (the "Plan") is to advance the interests of Intel
Corporation, a Delaware corporation and its subsidiaries (hereinafter
collectively "Intel" or the "Corporation"), by stimulating the efforts of
key employees on behalf of Intel, heightening the desire of key
employees to continue in employment with Intel, assisting Intel in
competing effectively with other enterprises for the services of new
employees necessary for the continued improvement of operations, and to
attract and retain the best available personnel for service as
directors of the Corporation. This Plan, among other matters, permits
the grant of incentive stock options as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as options
which are not incentive stock options pursuant to Code Section 422, and
includes the individual grant limitations required by Section 162(m) of
the Code for the option income of certain individuals to be tax deductible
by the Corporation.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the Corporation.
(b) "Committee" shall mean the Compensation Committee appointed by the
Board of Directors from among its members to administer this Plan
pursuant to Section 9.
(c) "Disablement" means a physical condition arising from an illness
or injury which renders an individual incapable of performing
work. The determination of the Corporation as to an individual's
Disablement shall be made in accordance with the standards and
procedures of the Corporation's then-current Long-Term Disability
Plan and shall be conclusive on all of the parties.
(d) "Plan" means the Intel Corporation 1984 Stock Option Plan, as
amended and restated herein.
(e) "Retirement" shall have the meaning specified by the Committee
in the terms of an option grant or, in the absence of any such
term, shall mean retirement from active employment with Intel at
or after age 60. The determination of the Committee as to
an individual's Retirement shall be conclusive on all parties.
(f) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with Intel Corporation where each of the
corporations in the unbroken chain other than the last corporation
owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
(g) "Immediate Family" means the spouse, children and grandchildren of the
Participant (as defined in Section 3 hereof).
3. PARTICIPANTS
"Participants" in the Plan shall be those key Intel employees to whom
options may be granted from time to time by the Committee. Participants
shall also include non-employee directors of the Corporation to whom
options are granted in accordance with Section 6. No option shall be
granted to any person if immediately after the grant of such option such
person would own stock, including stock subject to outstanding options held
by him or her, amounting to more than five percent (5%) of the total
combined voting power or value of all classes of stock of the Corporation
or any Subsidiary.
4. EFFECTIVE DATE AND TERMINATION OF PLAN
This Plan was last approved by the stockholders on May 4, 1994, and
became effective on May 4, 1994. The Plan was amended and restated by
the Board of Directors in certain non-material respects on March 26,
The Plan was amended and restated by the Board of Directors on
July 16, 1997, to provide for limited transferability of options.
The Plan shall remain available for the grant of options until all
shares of stock available for option grants under this Plan shall
have been acquired through exercise of such options or on May 3,
2004, whichever is earlier or at such earlier time as the Board
of Directors may determine. Termination of the Plan will not
affect the rights and obligations arising under options theretofore
granted and then in effect.
5. SHARES SUBJECT TO THE PLAN AND TO OPTIONS
The stock subject to options authorized to be granted under the Plan
shall consist of 340,000,000 shares (as adjusted automatically by
the Plan's terms effective July 13, 1997, to reflect a stock split
effected in the form of a stock distribution) of the Corporation's common
stock, $.001 par value ("Common Stock"), or the number and kind of shares
of stock or other securities which shall be substituted or adjusted for
such shares as provided in Section 7. Such shares may be authorized and
unissued shares of the Corporation's common stock. All or any shares of
stock subject to an option which for any reason terminates unexercised
may again be made subject to an option under the Plan.
6. GRANT, TERMS AND CONDITIONS OF OPTIONS
Options may be granted at any time and from time to time prior to the
termination of the Plan to those key employees of Intel who, in the
Committee's judgment, are largely responsible through their judgment,
interest, ability and special efforts for the successful conduct of
Intel's operations. However, no Participant shall be granted options
in any year to purchase a number of shares of the Corporation's Common
Stock in excess of one percent (1%) of the number of shares of the
Corporation's common stock outstanding on January 1, 1994.
Options may be granted to non-employee directors as follows. The number
of shares subject to each option grant to non-employee directors, or the
formula pursuant to which such number shall be determined, the date
of grant and the vesting, expiration and other terms applicable to such
options shall be specified from time to time by the Board of
Directors. Subject to adjustment pursuant to Section 7, the maximum
number of shares of Common Stock subject to options granted under this
Plan to any person on account of his or her service as a non-employee
director from the date of his or her election or appointment as a director
until the date of the next regular annual stockholders' meeting shall
not exceed 5,000. All options granted to non-employee directors will
be non-qualified stock options.
No Participant or optionholder shall have any rights as a stockholder
with respect to any shares of stock subject to option hereunder until
said shares have been issued. Option grants may be evidenced by a
written stock option agreement and/or such other written arrangements as
may be approved from time to time by the Committee. Each option grant
will expressly identify the option as an incentive stock option or as
a non-qualified stock option. Furthermore, the grant of an incentive
option pursuant to this Plan shall in no way be construed as an
alternative to the right of an optionee to purchase stock pursuant
to any present or future grant of a non-qualified option under any of
Intel's current or future stock option plans. Options granted pursuant
to the Plan need not be identical but each option is subject to the
terms of the Plan and must contain and be subject to the following terms
and conditions:
(a) Price:
----- The purchase price under each option granted to
employees shall be established by the Committee. In no event will
the option price be less than 100% of the fair market value of the
stock on the date of grant, except as otherwise provided in
accordance with subsection (g) below. The option price must be
paid in full at the time of the exercise. The price may be
paid in cash, cash equivalents or secured notes acceptable to
the Committee, by arrangement with a broker which is acceptable
to the Committee 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 option shares to
the Corporation, by the surrender of shares of common stock owned
by the optionee exercising the option and having a fair market
value on the date of exercise equal to the option price or in any
combination of the foregoing.
(b) Duration and Exercise or Termination of Option:
---------------------------------------------- Each option
granted to an employee shall be exercisable in such manner and at
such times as the Committee shall determine. Each option granted
must expire within a period of not more than ten (10) years from
the grant date. An employee's stock option may provide for
accelerated exercisability in the event of the employee's death,
Disablement or Retirement or other events in accordance with
policies established by the Committee and may provide for
expiration prior to the end of its terms in the event of the
termination of the employee's service.
Unless the Board of Directors specifies otherwise, each option
granted to a non-employee director will become fully exercisable
beginning one year from the date on which the option was granted.
If the Board of Directors has provided for periodic option
grants to all non-employee directors, then when a non-employee
director is elected by the Board of Directors to begin serving as
director on a date not coincident with a grant date for such
options, that director will be granted an initial non-employee
director option as of the date of the first meeting of the
Board of Directors at which he or she serves as director for
a number of shares calculated on a pro-rata basis, based on
the number of months remaining until the next regular grant
of options to non-employee directors.
(c) Suspension or Termination of Option:
----------------------------------- If at any time (including
after a notice of exercise has been delivered) the Chief
Executive Officer, President, Chief Operating Officer, Vice
President for Human Resources, General Counsel or any of their
designees (any such person, an "Authorized Officer") reasonably
believes that a Participant or other optionholder, other
than a non-employee director, has committed an act of misconduct
as described in this Section, the Authorized Officer may suspend
the Participant's or optionholder's rights to exercise any
option pending a determination of whether an act of misconduct
has been committed. If the Board of Directors or an Authorized
Officer determines a Participant or other optionholder, other
than a non-employee director, has committed an act of
embezzlement, fraud, dishonesty, nonpayment of any obligation owed
to Intel, breach of fiduciary duty or deliberate disregard of Intel
rules resulting in loss, damage or injury to Intel, or if a
Participant or other optionholder makes an unauthorized
disclosure of any Intel trade secret or confidential information,
engages in any conduct constituting unfair competition, induces
any Intel customer to breach a contract with Intel or induces any
principal for whom Intel acts as agent to terminate such
agency relationship, neither the Participant or optionholder nor
his or her estate shall be entitled to exercise any option
whatsoever. In making such determination, the Board of Directors
or an Authorized Officer shall act fairly and shall give
the Participant an opportunity to appear and present evidence on
his or her behalf at a hearing before a committee of the Board
of Directors. For any Participant who is an "executive officer"
for purposes of Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act"), the determination of the Board of
Directors or of the Authorized Officer shall be subject to
the approval of the Committee.
(d) Termination of Non-Employee Director's Service:
---------------------------------------------- Subject to Section
6(b) and unless the Board of Directors specifies otherwise, upon
the termination of the Participant's service as a non-employee
director, his or her rights to exercise an option then held
shall be only as follows:
(1) Death.
----- Upon the death of a non-employee director while
in service as a non-employee director of Intel, the
non-employee director's rights will be exercisable by his
or her estate or beneficiary at any time during the twelve
months next succeeding the date of death. The
number of shares exercisable by the estate or beneficiary
will be the total number of unexercised shares under
the non-employee director's option on the date of his or
her death. If a non-employee director should die within
thirty (30) days of his or her termination of service
as a non-employee director with Intel, an option will be
exercisable by his or her estate or beneficiary at any time
during the twelve (12) months succeeding the date of
termination, but only to the extent of the number of shares
as to which such option was exercisable as of the date of
such termination. A non-employee director's estate shall
mean his or her legal representative or other person who
so acquires the right to exercise the option.
(2) Disablement.
----------- Upon the Disablement of a non-employee
director, any option which he or she holds, whether or not
exercisable on the date of Disablement, may be exercised after
the date of the Disablement within twelve (12) months.
(3) Retirement.
---------- Upon Retirement of a non-employee director,
the non-employee director's rights to non-qualified stock options
which he or she holds, whether or not otherwise exercisable on
the date of Retirement, may be exercised at any time during the
twelve (12) months after Retirement.
(4) Other Reasons.
------------- Upon termination of a non-employee director's
service as a non-employee director for any reason other than
those stated above, the non-employee director may, within ninety
days following such termination exercise the option to the
extent such option was exercisable on the date of termination.
(e) Transferability of Option:
------------------------- Unless otherwise provided by the Committee
and subject to the establishment of procedures by the Committee, each
option shall be transferable only:
(1) by will or the laws of descent and distribution, or
(2) in case of an option which is not an incentive stock option, by
gift to the Immediate Family, partnerships whose only
partners are the Participant or members of the Immediate Family,
limited liability companies whose only shareholders are the
Participant or members of the Immediate Family, and trusts
established solely for the benefit of the Participant or
members of the Immediate Family.
The transferees described in this subsection (e) of Section 6 shall be
referred to as "Permitted Transferees".
Options are transferable only to the extent the options are
exercisable at the time of transfer. Any purported assignment,
transfer or encumbrance that does not qualify under subsections (1)
and (2) above shall be void and unenforceable against the
Corporation.
The terms of stock options granted pursuant to this Plan shall
apply to the beneficiaries, executors and administrators of the
Participant and to Permitted Transferees (including the beneficiaries,
executors and administrators of Permitted Transferees), including the
right to agree to any amendment of the applicable option agreement,
except that options transferred to Permitted Transferees shall not be
transferable except by will or the laws of descent and distribution.
(f) Modification or Assumption of Options:
------------------------------------- The Committee may modify,
extend or assume outstanding options (whether granted by Intel or
by another issuer) in return for the grant of new options for
the same or a different number of shares and at the same or a
different exercise price.
(g) Conditions and Restrictions Upon Securities Subject to Options:
--------------------------------------------------------------
Subject to the express provisions of the Plan, the Committee may
provide that the shares of Common Stock issued upon exercise of
an option shall be subject to such further conditions or agreements
as the Committee in its discretion may specify prior to the exercise
of such option, including without limitation, conditions on
vesting or transferability, forfeiture or repurchase provisions
and method of payment for the shares issued upon exercise (including
the actual or constructive surrender of Common Stock already
owned by the Participant or optionholder). The Committee may
establish rules for the deferred delivery of Common Stock upon
exercise of an option with the deferral evidenced by use of "Stock
Units" equal in number to the number of shares of Common Stock
whose delivery is so deferred. A "Stock Unit" is a bookkeeping
entry representing an amount equivalent to the fair market value
of one share of Common Stock. Unless the Committee specifies
otherwise, Stock Units represent an unfunded and unsecured
obligation of the Corporation. Settlement of Stock Units upon
expiration of the deferral period shall be made in Common Stock
or otherwise as determined by the Committee. The amount of Common
Stock, or other settlement medium, to be so distributed may be
increased by an interest factor or by dividend equivalents. Until
a Stock Unit is so settled, the number of shares of Common Stock
represented by a Stock Unit shall be subject to adjustment
pursuant to Section 7. Any Stock Units that are settled after
the holder's death shall be distributed to the holder's designated
beneficiary(ies) or, if none was designated, the holder's estate.
(h) Other Terms and Conditions:
-------------------------- Options may also contain such other
provisions, which shall not be inconsistent with any of the
foregoing terms, as the Committee shall deem appropriate. No
option, however, nor anything contained in the Plan shall
confer upon any Participant any right to continue in Intel's employ
or service nor limit in any way Intel's right to terminate his or
her employment or service at any time.
7. ADJUSTMENT OF AND CHANGES IN THE STOCK
(a) In the event that the shares of Common Stock of the Corporation
shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Corporation or of
another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of
shares, or otherwise), or if the number of shares of Common Stock
of the Corporation shall be increased through a stock split or the
payment of a stock dividend, then there shall be substituted for
or added to each share of common stock of the Corporation
theretofore appropriated or thereafter subject or which may
become subject to an option under the Plan, the number and kind of
shares of stock or other securities into which each outstanding
share of common stock of the Corporation shall so be changed, or
for which each such share shall be exchanged, or to which each
such share shall be entitled, as the case may be. Outstanding
options shall also be amended as to price and other terms if
necessary to reflect the foregoing events. In the event there
shall be any other change in the number or kind of the outstanding
shares of Common Stock of the Corporation, or any stock or other
securities into which such Common Stock shall have been changed,
or for which it shall have been exchanged, then if the Committee
shall, in its sole discretion, determine that such change
equitably requires an adjustment in any option theretofore granted
or which may be granted under the Plan, such adjustment shall be
made in accordance with such determination.
(b) No right to purchase fractional shares shall result from any
adjustment in options pursuant to this Section 7. In case of any
such adjustment, the shares subject to the option shall be
rounded down to the nearest whole share. Notice of any adjustment
shall be given by the Corporation to each Participant or
optionholder which shall have been so adjusted and such
adjustment (whether or not notice is given) shall be effective and
binding for all purposes of the Plan.
(c) Any other provision hereof to the contrary notwithstanding (except
Section 6(b)) in the event Intel is a party to a merger or other
reorganization, outstanding options shall be subject to the
agreement of merger or reorganization. Such agreement may
provide, without limitation, for the assumption of outstanding
options by the surviving corporation or its parent, for their
continuation by Intel (if Intel is a surviving corporation), for
accelerated vesting and accelerated expiration, or for settlement
in cash.
8. LISTING OR QUALIFICATION OF STOCK
In the event that the Board of Directors determines in its discretion
that the listing or qualification of the Plan shares on any
securities exchange or quotation or trading system or under any
applicable law or governmental regulation is necessary as a condition to
the issuance of such shares under the option, the option may not be
exercised in whole or in part unless such listing, qualification, consent
or approval has been unconditionally obtained.
9. ADMINISTRATION AND AMENDMENT OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall
consist of two or more directors of Intel, who shall be appointed
by the Board of Directors. The Board shall fill vacancies and may
from time to time remove or add members. All members of the Committee
will be "non-employee directors" as defined in Rule 16b-3 under the
Exchange Act and "outside directors" as defined under Section 162(m) of
the Code, but in each case only when required to exempt any grant intended
to qualify for an exemption under such provisions. Notwithstanding the
foregoing, unless otherwise restricted by the Board of Directors,
the Committee may appoint one or more separate committees (any
such committee, a "Subcommittee") composed of one or more directors of
Intel (who may but need not be members of the Committee) and may
delegate to any such Subcommittee(s) the authority to grant options
under the Plan to Participants, to determine all terms of such
options, and/or to administer the Plan or any aspect of it. Any
action by any such Subcommittee within the scope of such delegation shall
be deemed for all purposes to have been taken by the Committee.
Subject to the express provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan, including, without
limitation: (a) to prescribe, amend and rescind rules and regulations
relating to this Plan and to define terms not otherwise defined
herein; (b) to determine which persons are Participants (as defined in
Section 3 hereof), to which of such Participants, if any, an
option shall be granted hereunder and the timing of any such
option grants; (c) to determine the number of shares of Common Stock
subject to an option and the exercise or purchase price of such
shares; (d) to establish and verify the extent of satisfaction of
any conditions to exercisability applicable to an option; (e) to
waive conditions to and/or accelerate exercisability of an option,
either automatically upon the occurrence of specified events (including
in connection with a change of control of the Corporation) or otherwise
in its discretion; (f) to prescribe and amend the terms of option
grants made under this Plan (which need not be identical); (g) to
determine whether, and the extent to which, adjustments are required
pursuant to Section 7 hereof; and (h) to interpret and construe this
Plan, any rules and regulations under the Plan and the terms and
conditions of any option granted hereunder, and to make exceptions to any
such provisions in good faith and for the benefit of the Corporation.
All decisions, determinations and interpretations by the Committee
regarding the Plan, any rules and regulations under the Plan and the
terms and conditions of any option granted hereunder, shall be final
and binding on all Participants and optionholders. The Committee
shall consider such factors as it deems relevant, in its sole and
absolute discretion, to making such decisions, determinations
and interpretations including, without limitation, the recommendations
or advice of any officer or other employee of the Corporation
and such attorneys, consultants and accountants as it may select.
The Board of Directors may amend or terminate the Plan as desired,
without further action by the Corporation's stockholders except to
the extent required by applicable law.
Notwithstanding the above, the provisions of Section 6 relating to
non-employee directors may not be amended more than once every six
months, except to comply with changes to the Code or the rules
thereunder.
10. TIME OF GRANTING OPTIONS
The effective date of each option granted hereunder shall be the
date on which the grant was made. Within a reasonable time thereafter,
Intel will deliver the option to the Participant.
11. WITHHOLDING
To the extent required by applicable federal, state, local or foreign
law, a Participant or optionholder shall make arrangements satisfactory
to the Corporation for the satisfaction of any withholding tax
obligations that arise by reason of an option exercise or any sale
of shares. The Corporation shall not be required to issue shares or
to recognize the disposition of such shares until such obligations
are satisfied. The Committee may permit these obligations to be
satisfied by having the Corporation withhold a portion of the
shares of stock that otherwise would be issued to him or her upon
exercise of the option, or to the extent permitted, by tendering
shares previously acquired.