INTEL CORPORATION
DEFERRAL PLAN FOR
OUTSIDE DIRECTORS
Intel Corporation (the 'Company') hereby establishes, effective July 1, 1998, a
nonqualified deferred compensation plan for the benefit of Outside Directors of
the Company. This plan shall be known as the Intel Corporation Deferral Plan
for Outside Directors (the 'Plan').
ARTICLE 1. DEFERRED COMPENSATION ACCOUNT.
SECTION 1.1 ESTABLISHMENT OF ACCOUNT. The Company shall establish an account
('Account') for each Participant which shall be utilized solely as a device to
measure and determine the amount of deferred Director's Compensation to be paid
under the Plan.
SECTION 1.2 PROPERTY OF COMPANY. Any amounts so set aside for Benefits
payable under the Plan are the property of the Company, except, and to the
extent, of any assignment of such assets to an irrevocable trust.
ARTICLE 2. DEFINITIONS, GENDER, AND NUMBER.
SECTION 2.1 DEFINITIONS. Whenever used in the Plan, the following words and
phrases shall have the meanings set forth below unless the context plainly
requires a different meaning, and when a defined meaning is intended, the term
is capitalized.
'BENEFICIARY' or 'BENEFICIARIES' means the individuals, trusts or other
entities designated by a Participant in writing pursuant to Section 7.2(d)
of the Plan as being entitled to receive any benefit payable under the Plan
by reason of the death of a Participant, or, in the absence of such
designation, the persons specified in Section 7.2(e) of the Plan.
'BENEFIT' means the amount credited to a Participant's Account pursuant to
such Participant's Deferred Compensation Agreement plus or minus the gains
or losses pursuant to Section 4.2.
'BOARD' means the Board of Directors of the Company as constituted at the
relevant time.
'CLOSING PRICE' means the closing price, or last reported sales price, as
the case may be of the Company's Common Stock on the NASDAQ Stock Market,
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or the primary national securities exchange on which the Common Stock is
traded as of the applicable date; provided, however, that if no closing
price is available for such date, 'Closing Price' means the closing price
or last reported sales price, as the case may be, of the Company's Common
Stock as of the next most recent date for which a price is available.
'CODE' means the Internal Revenue Code of 1986, as amended from time to
time and any successor statute. References to a Code Section shall be
deemed to be to that section or to any successor to that section.
'COMMON STOCK' means the common stock of the Company.
'COMPANY' means Intel Corporation, a Delaware corporation.
'DEFERRED COMPENSATION AGREEMENT' means the agreement to participate and
defer compensation between Participants and the Company.
'DEFERRED COMPENSATION UNIT' means a unit equal in value to one share of
Common Stock and posted to a Participant's Account for the purpose of
measuring the benefits payable under the Plan. The number of Deferred
Compensation Units in an Account or posted to an Account shall be rounded
to the nearest one-hundredth. In the event that shares of Common Stock
shall be changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or another corporation (whether
by reason of merger, consolidation, recapitalization, split-up, combination
of shares or otherwise), or if the number of shares of Common Stock shall
be increased through a stock split or the payment of a stock dividend, then
there shall be substituted for or added to each Deferred Compensation Unit
the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed, or for which each
such share shall be exchanged, or to which each such share shall be
entitled, as the case may be.
'DIRECTOR' means an individual serving as a member of the Board of
Directors of the Company.
'DIRECTOR'S COMPENSATION' of a Director for any Plan Year means that
individual's total annual retainer, and any fees received for performance
of the Director's functions, including fees for attendance or participation
at meetings and for serving on a Board Committee or as a Committee or Board
Chair. 'Director's Compensation' shall not include expense reimbursements.
'EARLY BENEFIT DISTRIBUTION DATE' means a date specified by the Participant
and which is at least twenty-four (24) full calendar months after the date
the Participant's Deferred Compensation Agreement is received by the
Company.
'EFFECTIVE DATE' means the date on which this Plan became effective, i.e.,
July 1, 1998.
2.
'ENROLLMENT PERIOD' means the period of December 1 to December 31 prior to
the Plan Year to which a deferral election pursuant to a Deferred
Compensation Agreement applies. However, for the first Plan Year, the
Enrollment Period shall be June 1 to June 30. The Enrollment Period for
any newly elected Outside Director shall be any time within thirty (30)
days before or after the Director takes office.
'OUTSIDE DIRECTOR' means any Director who is not a common-law employee of
the Company or any of its subsidiaries.
'PARTICIPANT' means an Outside Director of the Company who has executed a
Deferred Compensation Agreement and who maintains an Account in the Plan.
'PLAN' means the 'Intel Corporation Deferral Plan for Outside Directors' as
set forth herein and as amended or restated from time to time.
'PLAN YEAR' means January 1 through December 31, except that the first Plan
Year shall be from July 1 through December 31, 1998.
A 'TERMINATION EVENT' shall be deemed to occur if a Participant ceases
being an Outside Director of the Company for any reason.
SECTION 2.2. GENDER AND NUMBER. Except as otherwise indicated by context,
masculine terminology used herein also includes the feminine and neuter, and
terms used in the singular may also include the plural.
ARTICLE 3. PARTICIPATION.
SECTION 3.1 ELIGIBILITY TO PARTICIPATE. Each Outside Director of the Company
may participate in this Plan.
SECTION 3.2 ELECTION TO PARTICIPATE. Each Outside Director may become a
Participant in the Plan by electing to defer compensation in accordance with the
terms of this Plan during an Enrollment Period. An election to defer shall be
in writing and shall be made by executing a Deferred Compensation Agreement.
Except for the amounts deferred in 1998 and except with respect to new Outside
Directors, all elections to defer amounts under this Plan shall be made pursuant
to a Deferred Compensation Agreement executed and filed with the Company before
the year in which the amount deferred is earned. All Deferred Compensation
Agreements relating to the deferral of 1998 Director's Compensation shall be
executed and filed with the Company no later than June 30 and shall relate to
compensation to be earned after the execution of the Deferred Compensation
Agreement. A deferral election made pursuant to a Deferred Compensation
Agreement shall remain in effect until modified by the Participant. No
modification shall be given effect with respect to a Plan Year to which the
modification is intended to apply unless that modification is made prior to the
beginning of that Plan Year.
3.
SECTION 3.3 CESSATION OF PARTICIPATION. Participation in the Plan shall
continue until all of the Benefits to which the Participant is entitled have
been paid in full.
ARTICLE 4. ENTRIES TO THE ACCOUNT
SECTION 4.1 DEFERRALS. The Company shall use Common Stock as a basis for
measuring the performance of the Account under Section 4.2.
(a) The Company shall post to the Account of such Participant a number of
Deferred Compensation Units equivalent to the amount of Director's Compensation
to be deferred as designated by the Participant's deferral election as specified
in his or her Deferred Compensation Agreement in effect for the Plan Year;
(b) Deferrals of Director's Compensation (and the corresponding number of
Deferred Compensation Units) relating to quarterly retainers shall be posted as
of the last day of the fiscal quarter in which the Director's Compensation was
earned. Deferrals of Director's Compensation (and the corresponding number of
Deferred Compensation Units) relating to all other forms of Director's
Compensation shall be posted as of the last day of the month in which the
Director's Compensation was earned.
(c) The number of Deferred Compensation Units posted to a Participant's
Account shall be calculated by dividing: (i) the dollar amount of Director's
Compensation deferred by (ii) the Closing Price of the Company's Common Stock on
the last trading day before the Deferred Compensation Units are posted.
SECTION 4.2 CREDITING RATE. The Participant's Account will be valued as if
his or her Account were invested in shares of Common Stock equal to the number
of Deferred Compensation Units posted to his or her Account. The value of a
Participant's Account will vary with the value of the Company's Common Stock.
The Participant's Account will be credited, as of the applicable dividend
payment date, with additional Deferred Compensation Units, of a value equal to
the per share dividend declared on the Company's Common Stock times the number
of Deferred Compensation Units posted to the Participant's Account as of the
record date with respect to the declaration of such dividend. As of any date of
valuation, the value of a Participant's Account will be equal to the value (at
the Closing Price on such date) of the number of shares of Common Stock
represented by the Deferred Compensation Units credited to the Account as of
that date.
SECTION 4.3 DISTRIBUTIONS. The Participant's Account shall be debited for
the amount of any distributions by dividing: (i) the dollar amount of the
distribution by (ii) the Closing Price of the Company's Common Stock on the last
trading day of the month with respect to which the distribution was made.
ARTICLE 5. BENEFITS
4.
SECTION 5.1 TIMING OF DISTRIBUTION. The amounts credited to a Participant's
Account shall be paid (or payment shall commence) within a reasonable time after
the earlier of: (i) the Early Benefit Distribution Date, if the Participant has
made a valid election for early distribution of Benefits pursuant to Section
5.2, or (ii) a Termination Event.
SECTION 5.2 EARLY BENEFIT DISTRIBUTION. A Participant may elect an Early
Benefit Distribution Date. Such election shall be made on the Participant's
original Deferred Compensation Agreement and shall specify the portion or amount
of the Participant's Account to be distributed on such Early Benefit
Distribution Date. Any election of an Early Benefit Distribution Date shall be
irrevocable, both as to the date of distribution and as to the amount of the
distribution.
(a) No election of an Early Benefit Distribution Date shall be given
effect unless such election specifies an Early Benefit Distribution Date which
is at least twenty-four (24) full calendar months after the date the
Participant's Deferred Compensation Agreement is received by the Company. With
respect to elections relating to Plan Years subsequent to the Plan Year to which
the original election relates, the Company will be deemed to have received the
election on December 31 of the prior year.
(b) In the event a Participant elects an Early Benefit Distribution Date
for less than 100% of his or her Account (determined as of the Early Benefit
Distribution Date), the balance of the Participant's Account remaining after the
Early Benefit Distribution Date (adjusted as provided in Article 4) shall be
distributed in accordance with Section 5.1 without regard to Section 5.1(i).
(c) In the event a Participant has a Termination Event prior to his or her
Early Benefit Distribution Date, his or her election of an Early Benefit
Distribution Date shall not be given effect and distribution of the
Participant's Account, shall be made in accordance with Section 5.1 without
regard to Section 5.1(i).
ARTICLE 6. VESTING
SECTION 6.1 IMMEDIATE VESTING. Participant deferrals are fully vested
immediately.
ARTICLE 7. DISTRIBUTION OF BENEFITS
SECTION 7.1 FORM OF BENEFIT. Participants may elect on their Deferred
Compensation Agreements one of the following forms of cash benefits:
(a) annual installment payments over a five (5) year or a ten (10) year
period;
(b) a lump sum distribution.
Installment payments shall be available to a Participant only in the event the
Participant elects to receive a distribution on a Termination Event. In the
event a Participant has failed to elect a form of distribution, or if no record
of such election can be found, the Participant shall receive annual payments
over a ten (10) year period. Except for lump sum distributions, Benefit
payments shall be a level annual amount for each calendar
5.
year, calculated using the balance in the Account at the beginning of the
calendar year (or, in the case of the first calendar year, on the Early
Benefit Distribution Date or the date of the Termination Event) and dividing
it by the total number of annual payments remaining in the entire payment
period. The benefit payment amount shall be adjusted at the beginning of
each calendar year. The Account shall continue to be credited during the
payment period with gains and losses as provided in Section 4.2.
SECTION 7.2 DEATH BENEFITS.
(a) In the event a Participant dies after commencement of payment of
Benefits, the remaining benefit payments, if any, shall be paid to the
Participant's Beneficiary in the same manner such Benefits would have been paid
if the Participant had survived.
(b) In the event a Participant dies prior to the time benefits commence,
the Participant's Benefit shall be paid to the Beneficiary in the form elected
by the Participant.
(c) Any Benefits which become payable under this Article 7 to the
surviving spouse of a Participant shall be paid in a manner which will qualify
such Benefits for a marital deduction in the estate of a deceased Participant
under the terms of Section 2056 of the Code, and unless specifically directed by
a Participant to the contrary pursuant to an effective beneficiary designation,
any portion of a Participant's Benefit payable to a surviving spouse which
remains unpaid at the death of such spouse shall be paid to the spouse's estate.
(d) Each Participant has the right to designate primary and contingent
Beneficiaries for Benefits payable under the Plan. A beneficiary designation by
a Participant shall be in writing on a form acceptable to the Company and shall
only be effective upon delivery to the Company. A beneficiary designation may
be revoked by a Participant at any time by delivering to the Company either
written notice of revocation or a new beneficiary designation form. The
beneficiary designation form last delivered to the Company prior to the death of
a Participant shall control.
(e) In the event there is no beneficiary designation on file with the
Company, or all Beneficiaries designated by a Participant have predeceased the
Participant, the benefits payable by reason of the death of the Participant
shall be paid to the Participant's spouse, if living; if the Participant does
not leave a surviving spouse, to the Participant's issue by right of
representation; or, if there are no such issue then living, to the Participant's
estate. In the event there are Benefits remaining unpaid at the death of a sole
Beneficiary and no successor Beneficiary has been designated, either by the
Participant or the Participant's spouse pursuant to Section 7.2(d), the
remaining balance of such benefit shall be paid to the deceased Beneficiary's
estate; or, if the deceased Beneficiary is one of multiple concurrent
Beneficiaries, such remaining Benefits shall be paid proportionally to the
surviving Beneficiaries.
ARTICLE 8. FUNDING
6.
SECTION 8.1 SOURCES OF BENEFITS. All benefits under the Plan shall be paid
when due by the Company out of its assets or from an irrevocable trust
established by the Company for that purpose.
SECTION 8.2 NO CLAIM ON SPECIFIC ASSETS. No Participant shall be deemed to
have, by virtue of being a Participant in the Plan, any claim on any specific
assets of the Company such that the Participant would be subject to income
taxation on his benefits under the Plan prior to distribution and the rights of
Participants and Beneficiaries to benefits to which they are otherwise entitled
under the Plan shall be those of an unsecured general creditor of the Company.
ARTICLE 9. ADMINISTRATION OF THE PLAN
SECTION 9.1 ADMINISTRATION BY THE COMPANY. The Company shall be responsible
for the general operation and administration of this Plan and for carrying out
the provisions thereof.
SECTION 9.2 GENERAL POWERS OF ADMINISTRATION. The Plan shall be administered
by the Company, as determined by the Corporate Secretary or his designee or
delegatee. The Company shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to this Plan. Neither any Participant nor any Beneficiary
shall have any legal or equitable interest in such assets or policies, or any
other asset of the Company.
SECTION 9.3 CLAIMS PROCEDURE. The Company shall notify a Participant in
writing within ninety (90) days of the Participant's written application for
benefits of his eligibility or non-eligibility for benefits under the Plan. If
the Company determines that a Participant is not eligible for benefits or full
benefits, the notice shall set forth (i) the specific reasons for such denial,
(ii) a specific reference to the provision of the Plan on which the denial is
based, (iii) description of any additional information or material necessary for
the claimant to perfect his claim, and a description of why it is needed, and an
explanation of the Plan's claims review procedure and other appropriate
information as the steps to be taken if the Participant wishes to have his claim
reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Committee shall notify the
Participant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for an additional 90-day period.
If a Participant is determined by the Company to be not eligible for benefits,
or if the Participant believes that he is entitled to greater or different
benefits, he shall have the opportunity to have his claim reviewed by the
Company by filing a petition for review with the Company within sixty (60) days
after receipt by him of the notice issued by the Committee. Said petition shall
state the specific reasons the Participant believes he is entitled to benefits
or greater or different benefits. Within sixty (60) days after receipt by the
Company of said petition, the Company shall afford the Participant (and his
counsel, if any) an opportunity to present his position to the Company orally or
in writing, and said Participant (or his counsel) shall have the right to review
the pertinent documents, and the Company shall
7.
notify the Participant of its decision in writing within said sixty (60) day
period, stating specifically the basis of said decision written in a manner
calculated to be understood by the Participant and the specific provisions of
the Plan on which the decision is based. If, because of the need for a
hearing, the sixty (60) day period is not sufficient, the decision may be
deferred for up to another sixty (60) day period at the election of the
Company, but notice of this deferral shall be given to the Participant.
ARTICLE 10. MISCELLANEOUS
SECTION 10.1 BENEFITS INALIENABLE. Except as provided in Section 7.2, the
right of any Participant, any Beneficiary, or any other person to the payment of
any Benefits under this Plan shall not be assigned, transferred, pledged or
encumbered.
SECTION 10.2 SUCCESSORS AND ASSIGNS. This Plan shall be binding upon and
inure to the benefit of the Company, its successors and assigns and the
Participant and his or her heirs, executors, administrators and legal
representatives.
SECTION 10.3 COSTS OF ENFORCEMENT. If the Company, the Participant, any
Beneficiary, or a successor in interest to any of the foregoing, brings legal
action to enforce any of the provisions of this Plan, the prevailing party in
such legal action shall be reimbursed by the other party for the prevailing
party's costs of such legal action including, without limitation, reasonable
fees of attorneys, accountants and similar advisors and expert witnesses.
SECTION 10.4 DISPUTES. Any dispute or claim relating to or arising out of this
Plan that cannot be resolved pursuant to the internal dispute resolution
processes implemented by the Company with respect to the Plan shall be resolved
in the following manner. The Participant or Beneficiary, as the case may be, on
the one hand, and the senior management of the Company, on the other hand
(collectively, the 'Parties'), shall meet to attempt to resolve such disputes.
If the disputes cannot be resolved by the Parties, either Party may make a
written demand for formal dispute resolution and specify therein the scope of
the dispute. Within thirty days after such written notification, the parties
agree to meet for one day with an impartial mediator and consider dispute
resolution alternatives other than litigation. If an alternative method of
dispute resolution is not agreed upon within thirty days after the one day
mediation, either party may begin litigation proceedings.
SECTION 10.5 GOVERNING LAW. This Plan shall be construed in accordance with
and governed by the laws of the State of Delaware, without reference to the
principles of conflicts of law thereof, to the extent such construction is not
pre-empted by any applicable federal law.
SECTION 10.6 ENTIRE AGREEMENT. This Plan constitutes the entire understanding
and agreement with respect to the subject matter contained herein, and there are
no agreements, understandings, restrictions, representations or warranties among
any Participant and the Company other than those set forth or provided for
herein.
8.
SECTION 10.7 AMENDMENT.
(a) This Plan may be amended by Intel at any time in its sole discretion
by resolution of its Board or any committee to which its Board has delegated
such authority to amend; provided, however, any amendment which would alter the
irrevocable nature of an election or which would reduce the amount credited to a
Participant's Account on the date of such amendment shall not be effective
unless consented to in writing by the Participant or, if the Participant has
died or is incompetent, the Participant's Beneficiary or conservator.
(b) Notwithstanding the foregoing paragraph or any other provision in this
Plan to the contrary, the Company reserves the right to terminate the Plan in
its entirety at any time upon fifteen (15) days notice to the Participant. Any
amounts not distributed after payment in full of all Benefits hereunder shall
revert to the Company.
ARTICLE 11. EXECUTION
To record the adoption of the Plan to read as set forth herein, the Company has
caused its authorized officer to execute the same this 22 day of January, 1998.
INTEL CORPORATION
By: /s/ F. Thomas Dunlap, Jr.
---------------------------------
As its: Vice President, General
Counsel and Secretary
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9.
Deferral Plan for Outside Directors - Intel Corp.
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