INTEL CORPORATION
1988 EXECUTIVE LONG TERM
STOCK OPTION PLAN
(Amended and Restated Effective as of March 26, 1997)
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 employees employed by Intel and heightening the
desire of such key employees 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.
2. DEFINITIONS
(a) 'Board of Directors' means the Board of Directors of the
Corporation.
(b) 'Committee' means the Compensation Committee appointed by
the Board of Directors in accordance with Section 11.
(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 1988 Executive Long Term
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 (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.
(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 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 employees 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 Plan was last approved by the Corporation's
stockholders 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 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 20,000,000 shares of the
Corporation's common stock, par value $.001 ('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 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
employees 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 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. Each
option 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. 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 Common Stock of the
Corporation 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 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 optionholder 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 optionholder 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 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 nor 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 Employment: Subject to Section 6(b), unless
the Committee specifies otherwise, upon the termination of the
Participant's employment, his or her rights to exercise an option
then held shall be only as follows:
(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), unless the Committee
specifies otherwise, a Participant's employment shall
not be deemed terminated (i) if, within sixty (60) days
such Participant is rehired by Intel, (ii) if
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: 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) 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) 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 8. 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 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, or otherwise, 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
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 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.
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 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.
10. 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. 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.
11. ADMINISTRATION AND AMENDMENT OF THE PLAN
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 '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. The Committee shall act pursuant to
a majority vote or majority written consent.
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 8 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 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. Within a reasonable time thereafter,
Intel will deliver the option to the Participant.
1988 Executive Long Term Stock Option Plan - Intel Corp.
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