1
INTEL CORPORATION
1984 STOCK OPTION PLAN
(Amended and Restated Effective May 4, 1994)
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 amended and restated Plan (a)
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, (b)
extends the term of the Plan, (c) changes the provisions for the grant of
options to non-employee directors, (d) adds an individual grant limitation
required by Code Section 162(m) for option income for certain individuals to
be tax deductible by the Corporation and (e) makes certain additional
changes.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the Corporation.
(b) "Committee" means the Stock Option Committee appointed by the Board of
Directors from among its members.
(c) "Disablement" means a physical condition arising from an illness or
injury which renders an individual incapable of performing work. The
determination of the Committee 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 1984 Stock Option Plan, as amended and restated
herein.
(e) "Retirement" means 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.
2
(f) "Subsidiary" means any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation where each
of the corporations in the unbroken chain other than the last
corporation owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
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 amended and restated Plan was adopted by the Board of Directors on
January 19, 1994, was approved by the stockholders on May 4, 1994, and became
effective on May 4, 1994. The Plan shall terminate when all shares of stock
subject to options granted 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 85,000,000 shares of the Corporation's common stock, $.001 par
value, 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.
S0019C/3-18-94 2.
3
Options will be granted to non-employee directors as follows: Each new
non-employee director will receive an initial grant of 5,000 shares at the
time of his or her appointment to the position of director and each
re-elected non-employee director will receive annual grants of 5,000 shares
on the date of the commencement of the regular annual stockholders' meeting.
The Committee will have no discretion to select which non-employee directors
will be granted options or to determine the number of option shares, price,
vesting schedule or any other term of the options granted to non-employee
directors. All options granted to non-employee directors will be
non-qualified stock options.
No Participant shall have any rights as a stockholder with respect to any
shares of stock subject to option hereunder until said shares have been
issued. Each option shall be evidenced by a written stock option agreement
which 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. 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 ten (10) years from the grant date. An employee's stock
option agreement 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.
Each 5,000 share option granted to a non-employee director will become
exercisable beginning one year from the date of the annual meeting of
stockholders on which date the options were granted. If a non-employee
director is elected by the Board of Directors to begin serving as
director on a date not coincident with an annual meeting date, that
director will be granted the initial 5,000 share option as of the date
of the first meeting at which he or she serves as director; however,
his options
S0019C/3-18-94 3.
4
will become first exercisable beginning one year from the date of the
annual meeting at which he is first elected by the stockholders and he
or she will not receive an additional grant of options upon his first
election to the Board by the stockholders.
(c) Suspension or Termination of Option: If the Director of Personnel of
the Corporation or his designee reasonably believes that a Participant
other than a non-employee director has committed an act of misconduct as
described in this Section, the Director of Personnel may suspend the
Participant's rights to exercise any option pending a determination by
the Board of Directors. If the Board of Directors determines a
Participant 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 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 nor his or her estate shall be
entitled to exercise any option whatsoever. In making such
determination, the Board of Directors 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 determination of
the Board of Directors shall be subject to the approval of the
Committee.
(d) Termination of Non-Employee Director's Service: Subject to Section
6.(b), 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 (12) 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 then exercisable, may be
exercised after the date of the Disablement within twelve (12) months.
S0019C/3-18-94 4.
5
(3) Retirement. Upon Retirement of a non-employee director, the
non-employee director's rights to non-qualified stock options may be
exercised for a period of 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 (90) days
following such termination exercise the option to the extent such
option was exercisable on the date of termination.
(e) Transferability of Option: Each option shall be transferable only by
will or the laws of descent and distribution and shall only be
exercisable by the Participant during his or her lifetime.
(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) 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
S0019C/3-18-94 5.
6
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 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
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. AGREEMENT TO SERVE
Each Participant shall agree that he or she will remain in Intel's employ or
service as a non-employee director for at least one year from the option
grant date. Such provision does not affect Intel's right to terminate a
Participant's employment or service as a non-employee director at any time or
for any reason.
10. ADMINISTRATION AND AMENDMENT OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall consist
of two or more disinterested 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
disinterested persons as defined in Rule 16b-3 under the Exchange Act. A
non-employee director shall not fail to be "disinterested" solely because he
or she receives the grants described in Section 6. The Board of Directors
may also appoint one or more separate committees of the Board of Directors,
each composed of one or more directors of Intel who need not be
disinterested, who may administer the Plan with respect to employees who are
not executive officers or directors of Intel, may grant options under the
Plan to such employees and may determine all terms of such options. The
Board of Directors may amend or terminate the Plan as desired, without
S0019C/3-18-94 6.
7
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.
11. 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
execute and deliver a written option agreement to the Participant.
12. WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, a
Participant 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 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.
S0019C/3-18-94 7.