INTEL CORPORATION
1984 STOCK OPTION PLAN
(Amended and Restated Effective March 26, 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' 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 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 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.
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, 1997. 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 85,000,000 shares 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 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.
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 (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
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 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: Unless the Committee specifies
otherwise, 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) 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 (6) 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.
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.