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INTEL CORPORATION
1988 EXECUTIVE LONG TERM
STOCK OPTION PLAN
(Amended and Restated effective as of May 4, 1994)
1. PURPOSE
The purpose of this amended and restated Intel Corporation 1988 Executive
Long Term 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
certain key officers employed by Intel and heightening the desire of such key
officers to continue in employment with Intel. The stock options granted
pursuant to this Plan are non-qualified stock options and shall not be
incentive stock options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). This amended and restated Plan
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 and makes certain changes regarding the administration and
amendment of the Plan.
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 in accordance with Section 11.
(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 Corporation 1988 Executive Long Term Stock Option
Plan, as amended and restated herein.
(e) "Retirement" means retirement from active employment with Intel (i) at
or after age 55 and with the approval of the Committee or (ii) at or
after age 65. The determination of the Committee as to an individual's
Retirement shall be conclusive on all parties.
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(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 officers who have been employed
by Intel for at least two years and to whom options may be granted from time
to time by the Committee.
No option shall be granted to any employee if immediately after the grant of
such option such employee 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. Options may not be granted to
non-employee directors or members of the Committee.
4. EFFECTIVE DATE AND TERMINATION OF PLAN
This amended and restated Plan was adopted by the Board of Directors on
January 19, 1994 and is effective upon its approval by the Corporation's
stockholders on May 4, 1994.
The Plan shall continue in effect until all shares of stock available for
grant under this Plan shall have been acquired through exercise of options or
until September 19, 1998 whichever is earlier. The Plan may be terminated 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 10,000,000 shares of the Corporation's common stock, par value
$.001, 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 8.
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 certain key officers of Intel selected by the
Committee. However, no Participant shall be granted options in any year, to
purchase shares of common stock in excess of one percent (1%) of the number
of shares of the Corporation's common stock outstanding on January 1, 1994.
In addition, no Participant shall have any rights as a stockholder with
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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. Options granted pursuant to the Plan need not be identical but
each option much contain and be subject to the following terms and
conditions:
(a) Price: The purchase price under each option shall be established by the
Committee. In no event will the option price be less than the fair
market value of the stock on the date of grant. The option price must
be paid in full at the time of exercise. The price may be paid in cash
or, as acceptable to the Committee, by loan (as described in Section 7),
by arrangement with a broker 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 Intel common stock owned by
the Participant 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 shall be
exercisable in such manner and at such times as the Committee shall
determine. However, each option granted must expire within a period of
not more than ten (10) years from the grant date.
(c) Suspension or Termination of Option: If the Director of Personnel of
the Corporation or his designee reasonably believes that a Participant
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 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 Employment: Subject to Section 6.(b), upon the
termination of the Participant's employment, his or her rights to
exercise an option then held shall be only as follows:
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(1) Death. Upon the death of a Participant while in employ of Intel, the
Participant'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.
If the Participant's option has been held by the Participant for a
minimum of four (4) years at the time of death, then the number of
shares exercisable by the estate or beneficiary of the deceased
Participant will be the total number of unexercised shares, whether
or not exercisable, under such option on the date of the Participant's
death. If the Participant's option has been held for a period of less
than four (4) years at the time of death, then the number of shares
exercisable by the estate or beneficiary of the deceased Participant
will be the total number of shares which were exercisable under such
option on the date of the Participant's death.
If a Participant should die within thirty (30) days of his or her
termination of employment 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 Participant'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 any Participant, the
Participant's rights to options may be exercised for a period of
twelve (12) months after termination. If the Participant's option has
been held for a minimum of four (4) years, then the number of shares
exercisable by the Participant will be the total number of unexercised
shares, whether or not exercisable, under such option on the date of
the Participant's termination. If the Participant's option has been
held for a period of less than four (4) years, then the number of
shares exercisable by the Participant will be the total number of
shares which were exercisable under such option on the date of the
Participant's termination.
(3) Retirement. Upon Retirement of a Participant, the Participant's
rights to options may be exercised for a period of twelve (12) months
after Retirement. The number of shares exercisable will be the total
number of shares which were exercisable under the Participant's option
on the date of his or her Retirement.
(4) Other Reasons. Upon termination of a Participant's employment for any
reason other than those stated above, a Participant may, within thirty
(30) days following such termination exercise the option to the extent
such option was exercisable on the date of termination.
For purposes of this Section 6.(d), a Participant's employment shall not be
deemed terminated (i) if, within sixty (60) days such Participant is rehired
by Intel, (ii) if
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Participant is transferred from the Corporation to any Subsidiary or from any
one Subsidiary to another or from a Subsidiary to the Corporation, or (iii)
at the discretion of the Committee, during any period of a Participant's
leave of absence, provided that the Committee may delay the Participant's
rights to exercise options as a result of such leave of absence. In
addition, a Participant's 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 and which is designated by the
Committee as subject to this provision, shall be considered employment for
purposes of this Section 6.(d).
(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) Cancellation: The Committee may, at any time prior to exercise and
subject to consent of the Participant, cancel any options previously
granted and may or may not substitute in their place options at a
different price and different type under different terms or in different
amounts.
(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 at any time.
7. LOANS
The Corporation may make loans, at the request of the Participant and in the
sole discretion of the Board or its Committee, for the purpose of enabling
the Participant to exercise options granted under the Plan and to pay the tax
liability resulting from an option exercise under the Plan. The Board or its
Committee shall have full authority to determine the terms and conditions of
such loans. Such loans may be secured by the shares received upon exercise
of such option.
8. ADJUSTMENT OF AND CHANGES IN THE STOCK
In the event that the number of shares of common stock of the Corporation
shall be increased or decreased through reclassification, combination of
shares, a stock split or the payment of a stock dividend, then each share of
common stock of the Corporation which has been authorized for issuance under
the Plan, whether such share is then currently subject to or may become
subject to an option under the Plan, shall be proportionately adjusted to
reflect such increase or decrease. 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
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such common stock shall have been changed, or for which it shall have been
exchanged, whether by reason of merger, consolidation or otherwise, then if
the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment to shares currently subject to options or
which may become subject to options under the Plan, or to prices or terms of
outstanding options, such adjustment shall be made in accordance with such
determination. In addition, in the event of such change described in this
paragraph, the Board of Directors may accelerate the time or times at which
any option may be exercised and may provide for cancellation of such
accelerated options which are not exercised within a time prescribed by the
Board of Directors in its sole discretion.
No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section. 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.
9. 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.
10. 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. 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.
11. ADMINISTRATION AND AMENDMENT OF THE PLAN
Intel shall grant options under the Plan by executing written agreements
approved by the Committee.
The Plan shall be administered by the Committee which shall consist of at
least two persons appointed by the Board of Directors. The Board of
Directors 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 Securities Exchange Act of 1934. The
Committee shall act pursuant to a majority vote or majority written consent.
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The interpretation and construction of any provision of the Plan by the Board
of Directors shall be final and conclusive. The Board of Directors may
periodically adopt rules and regulations for carrying out the Plan, and amend
the Plan as desired, without further action by the Corporation's stockholders
except to the extent required by applicable law.
12. TIME OF GRANTING OPTIONS
The effective date of such option shall be the date on which the grant was
made provided that within a reasonable time thereafter Intel executes and
delivers a written option agreement to the Participant.
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