INTEL CORPORATION
2006 EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE MAY 19, 2011
1. PURPOSE
The purpose of this Intel Corporation 2006 Equity Incentive 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 employees who are selected to be participants on
behalf of Intel, aligning the long-term interests of participants with those of
stockholders, heightening the desire of participants to continue in working
toward and contributing to the success of 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, motivate and retain
the best available individuals for service to the Corporation. This Plan permits
the grant of stock options, stock appreciation rights, restricted stock and
restricted stock units, each of which shall be subject to such conditions based
upon continued employment, passage of time or satisfaction of performance
criteria as shall be specified pursuant to the Plan.
2. DEFINITIONS
(a) "Award" means a stock option, stock appreciation right, restricted stock or
restricted stock unit granted to a Participant pursuant to the Plan.
(b) "Board of Directors" means the Board of Directors of the Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as such is amended from
time to time, and any reference to a section of the Code shall include any
successor provision of the Code.
(d) "Committee" shall mean the committee appointed by the Board of Directors
from among its members to administer the Plan pursuant to Section 3.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and any reference to a section of the Exchange Act shall
include any successor provision of the Exchange Act.
(f) "Outside Director" shall mean a member of the Board of Directors who is not
otherwise an employee of the Corporation.
(g) "Participants" shall mean those individuals to whom Awards have been granted
from time to time and any authorized transferee of such individuals.
(h) "Performance Award" means an Award the grant, issuance, retention, vesting
and/or settlement of which is subject to satisfaction of one or more of the
Qualifying Performance Criteria specified in Section 10(b).
(i) "Plan" means this Intel Corporation 2006 Equity Incentive Plan.
(j) "Share" shall mean a share of common stock, $.001 par value, of the
Corporation 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 11.
(k) "Subsidiary" means any corporation or entity in which Intel Corporation owns
or controls, directly or indirectly, fifty percent (50%) or more of the voting
power or economic interests of such corporation or entity.
3. ADMINISTRATION
(a) Composition of Committee. This Plan shall be administered by the Committee.
The Committee shall consist of two or more Outside Directors who shall be
appointed by the Board of Directors. The Board of Directors shall fill vacancies
on the Committee and may from time to time remove or add members of the
Committee. The Board of Directors, in its sole discretion, may exercise any
authority of the Committee under this Plan in lieu of the Committee153s exercise
thereof, and in such instances references herein to the Committee shall refer to
the Board of Directors.
(b) Delegation and Administration. The Committee may delegate to one or more
separate committees (any such committee a "Subcommittee") composed of one or
more directors of the Corporation (who may but need not be members of the
Committee) the ability to grant Awards and take the other actions described in
Section 3(c) with respect to Participants who are not executive officers, and
such actions shall be treated for all purposes as if taken by the Committee. The
Committee may delegate to a Subcommittee of one or more officers of the
Corporation the ability to grant Awards and take the other actions described in
Section 3(c) with respect to Participants (other than any such officers
themselves) who are not directors or executive officers, provided however that
the resolution so authorizing such officer(s) shall specify the total number of
rights or options such Subcommittee may so award, and such actions shall be
treated for all purposes as if taken by the Committee. 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, and references in this Plan to the
Committee shall include any such Subcommittee. The Committee may delegate the
day to day administration of the Plan to an officer or officers of the
Corporation or one or more agents, and such administrator(s) may have the
authority to execute and distribute agreements or other documents evidencing or
relating to Awards granted by the Committee under this Plan, to maintain records
relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to
process or oversee the issuance of Shares upon the exercise, vesting and/or
settlement of an Award, to interpret the terms of Awards and to take such other
actions as the Committee may specify. Any action by any such administrator
within the scope of its delegation shall be deemed for all purposes to have been
taken by the Committee and references in this Plan to the Committee shall
include any such administrator, provided that the actions and interpretations of
any such administrator shall be subject to review and approval, disapproval or
modification by the Committee.
(c) Powers of the Committee. Subject to the express provisions and limitations
set forth in this Plan, the Committee shall be authorized and empowered to do
all things necessary or desirable, in its sole discretion, in connection with
the administration of this Plan, including, without limitation, the following:
(i) to prescribe, amend and rescind rules and regulations relating to this Plan
and to define terms not otherwise defined herein;
(ii) to determine which persons are eligible to be Participants, to which of
such persons, if any, Awards shall be granted hereunder and the timing of any
such Awards, and to grant Awards;
(iii) to grant Awards to Participants and determine the terms and conditions
thereof, including the number of Shares subject to Awards and the exercise or
purchase price of such Shares and the circumstances under which Awards become
exercisable or vested or are forfeited or expire, which terms may but need not
be conditioned upon the passage of time, continued employment, the satisfaction
of performance criteria, the occurrence of certain events, or other factors;
(iv) to establish or verify the extent of satisfaction of any performance goals
or other conditions applicable to the grant, issuance, exercisability, vesting
and/or ability to retain any Award;
(v) to prescribe and amend the terms of the agreements or other documents
evidencing Awards made under this Plan (which need not be identical);
(vi) to determine whether, and the extent to which, adjustments are required
pursuant to Section 11;
(vii) to interpret and construe this Plan, any rules and regulations under this
Plan and the terms and conditions of any Award granted hereunder, and to make
exceptions to any such provisions in good faith and for the benefit of the
Corporation; and
(viii) to make all other determinations deemed necessary or advisable for the
administration of this Plan.
(d) Effect of Change in Status. The Committee shall have the discretion to
determine the effect upon an Award and upon an individual153s status as an
employee under the Plan (including whether a Participant shall be deemed to have
experienced a termination of employment or other change in status) and upon the
vesting, expiration or forfeiture of an Award in the case of (i) any individual
who is employed by an entity that ceases to be a Subsidiary of the Corporation,
(ii) any leave of absence approved by the Corporation or a Subsidiary, (iii) any
transfer between locations of employment with the Corporation or a Subsidiary or
between the Corporation and any Subsidiary or between any Subsidiaries, (iv) any
change in the Participant153s status from an employee to a consultant or member of
the Board of Directors, or vice versa, and (v) at the request of the Corporation
or a Subsidiary, any employee who becomes employed by any partnership, joint
venture, corporation or other entity not meeting the requirements of a
Subsidiary.
(e) Determinations of the Committee. All decisions, determinations and
interpretations by the Committee regarding this Plan shall be final and binding
on all Participants or other persons claiming rights under the Plan or any
Award. The Committee shall consider such factors as it deems relevant to making
such decisions, determinations and interpretations including, without
limitation, the recommendations or advice of any director, officer or employee
of the Corporation and such attorneys, consultants and accountants as it may
select. A Participant or other holder of an Award may contest a decision or
action by the Committee with respect to such person or Award only on the grounds
that such decision or action was arbitrary or capricious or was unlawful, and
any review of such decision or action shall be limited to determining whether
the Committee153s decision or action was arbitrary or capricious or was unlawful.
4. PARTICIPANTS
Awards under the Plan may be granted to any person who is an employee or Outside
Director of the Corporation. Outside Directors may be granted Awards only
pursuant to Section 9 of the Plan. The status of the Chairman of the Board of
Directors as an employee or Outside Director shall be determined by the
Committee. Any person designated by the Corporation as an independent contractor
shall not be treated as an employee and shall not be eligible for Awards under
the Plan.
5. EFFECTIVE DATE AND EXPIRATION OF PLAN
(a) Effective Date. This Plan was approved by the Board of Directors on
February 23, 2006 and became effective on May 17, 2006.
(b) Expiration Date. The Plan shall remain available for the grant of Awards
until June 30, 2014 or such earlier date as the Board of Directors may
determine. The expiration of the Committee153s authority to grant Awards under the
Plan will not affect the operation of the terms of the Plan or the Corporation153s
and Participants153 rights and obligations with respect to Awards granted on or
prior to the expiration date of the Plan.
6. SHARES SUBJECT TO THE PLAN
(a) Aggregate Limits. Subject to adjustment as provided in Section 11, the
aggregate number of Shares authorized for issuance as Awards under the Plan is
596,000,000, of which no more than an aggregate of 394,000,000 Shares may be
issued as restricted stock or restricted stock units and no more than an
aggregate of 202,000,000 Shares shall be available for issuance as stock options
under any program providing for stock option grants that vest in full in five or
more years and that have a maximum term of ten years. The Shares subject to the
Plan may be either Shares reacquired by the Corporation, including Shares
purchased in the open market, or authorized but unissued Shares. Any Shares
subject to an Award which for any reason expires or terminates unexercised or is
not earned in full may again be made subject to an Award under the Plan.
Notwithstanding the preceding sentence, the following Shares may not again be
made available for issuance as Awards under the Plan: (i) Shares not issued or
delivered as a result of the net settlement of an outstanding Stock Appreciation
Right, (ii) Shares used to pay the exercise price or withholding taxes related
to an outstanding Award, or (iii) Shares repurchased on the open market with the
proceeds of the option exercise price.
(b) Tax Code Limits. The aggregate number of Shares subject to stock options or
stock appreciation rights granted under this Plan during any calendar year to
any one Participant shall not exceed 3,000,000. The aggregate number of Shares
subject to restricted stock or restricted stock unit Awards granted under this
Plan during any calendar year to any one Participant shall not exceed 2,000,000.
Notwithstanding anything to the contrary in this Plan, the foregoing limitations
shall be subject to adjustment under Section 11, but only to the extent that
such adjustment will not affect the status of any Award intended to qualify as
"performance-based compensation" under Section 162(m) of the Code. The aggregate
number of Shares issued pursuant to incentive stock options granted under the
Plan shall not exceed 596,000,000, which limitation shall be subject to
adjustment under Section 11 only to the extent that such adjustment is
consistent with adjustments permitted of a plan authorizing incentive stock
options under Section 422 of the Code.
7. PLAN AWARDS
(a) Award Types. The Committee, on behalf of the Corporation, is authorized
under this Plan to grant, award and enter into the following arrangements or
benefits under the Plan provided that their terms and conditions are not
inconsistent with the provisions of the Plan: stock options, stock appreciation
rights, restricted stock and restricted stock units. Such arrangements and
benefits are sometimes referred to herein as "Awards." The Committee, in its
discretion, may determine that any Award granted hereunder shall be a
Performance Award.
(i) Stock Options. A "Stock Option" is a right to purchase a number of Shares at
such exercise price, at such times, and on such other terms and conditions as
are specified in or determined pursuant to the document(s) evidencing the Award
(the "Option Agreement"). The Committee may grant Stock Options intended to be
eligible to qualify as incentive stock options ("ISOs") pursuant to Section 422
of the Code and Stock Options that are not intended to qualify as ISOs
("Non-qualified Stock Options"), as it, in its sole discretion, shall determine.
(ii) Stock Appreciation Rights. A "Stock Appreciation Right" or "SAR" is a right
to receive, in cash or stock (as determined by the Committee), value with
respect to a specific number of Shares equal to or otherwise based on the excess
of (i) the market value of a Share at the time of exercise over (ii) the
exercise price of the right, subject to such terms and conditions as are
expressed in the document(s) evidencing the Award (the "SAR Agreement").
(iii) Restricted Stock. A "Restricted Stock" Award is an award of Shares, the
grant, issuance, retention and/or vesting of which is subject to such conditions
as are expressed in the document(s) evidencing the Award (the "Restricted Stock
Agreement").
(iv) Restricted Stock Unit. A "Restricted Stock Unit" Award is an award of a
right to receive, in cash or stock (as determined by the Committee) the market
value of one Share, the grant, issuance, retention and/or vesting of which is
subject to such conditions as are expressed in the document(s) evidencing the
Award (the "Restricted Stock Unit Agreement").
(b) Grants of Awards. An Award may consist of one of the foregoing arrangements
or benefits or two or more of them in tandem or in the alternative.
8. EMPLOYEE PARTICIPANT AWARDS
(a) Grant, Terms and Conditions of Stock Options and SARs
The Committee may grant Stock Options or SARs at any time and from time to time
prior to the expiration of the Plan to eligible employee Participants selected
by the Committee. No Participant shall have any rights as a stockholder with
respect to any Shares subject to Stock Options or SARs hereunder until said
Shares have been issued. Each Stock Option or SAR shall be evidenced only by
such agreements, notices and/or terms or conditions documented in such form
(including by electronic communications) as may be approved by the Committee.
Each Stock Option grant will expressly identify the Stock Option as an ISO or as
a Non-qualified Stock Option. Stock Options or SARs granted pursuant to the Plan
need not be identical but each must contain or be subject to the following terms
and conditions:
(i) Price. The purchase price (also referred to as the exercise price) under
each Stock Option or SAR granted hereunder shall be established by the
Committee. The purchase price per Share shall not be less than 100% of the
market value of a Share on the date of grant. For purposes of the Plan, "market
value" shall mean the average of the high and low sales prices of the
Corporation153s common stock. The exercise price of a Stock Option shall be paid
in cash or in such other form if and to the extent permitted by the Committee,
including without limitation by delivery of already owned Shares, withholding
(either actually or by attestation) of Shares otherwise issuable under such
Stock Option and/or by payment under a broker-assisted sale and remittance
program acceptable to the Committee.
(ii) No Repricing. Other than in connection with a change in the Corporation153s
capitalization or other transaction as described in Section 11(a) through (d) of
the Plan, at any time when the purchase price of a Stock Option or SAR is above
the market value of a Share, the Corporation shall not, without stockholder
approval, reduce the purchase price of such Stock Option or SAR and shall not
exchange such Stock Option or SAR for a new Award with a lower (or no) purchase
price or for cash.
(iii) No Reload Grants. Stock Options shall not be granted under the Plan in
consideration for and shall not be conditioned upon the delivery of Shares to
the Corporation in payment of the exercise price and/or tax withholding
obligation under any other employee stock option.
(iv) Duration, Exercise and Termination of Stock Options and SARs. Each Stock
Option or SAR shall be exercisable at such time and in such installments during
the period prior to the expiration of the Stock Option or SAR as determined by
the Committee. The Committee shall have the right to make the timing of the
ability to exercise any Stock Option or SAR subject to continued employment, the
passage of time and/or such performance requirements as deemed appropriate by
the Committee. At any time after the grant of a Stock Option, the Committee may
reduce or eliminate any restrictions on the Participant153s right to exercise all
or part of the Stock Option, except that no Stock Option shall first become
exercisable within one (1) year from its date of grant, other than upon the
death, disability or retirement of the person to whom the Stock Option was
granted, in each case as specified in the Option Agreement.
Each Stock Option or SAR that vests in full in less than five (5) years
(standard grants) must expire within a period of not more than seven (7) years
from the grant date and each Stock Option or SAR that vests in full in five
(5) or more years (long-term retention grants) must expire within a period of
not more than ten (10) years from the grant date. In each case, the Option
Agreement or SAR Agreement may provide for expiration prior to the end of the
stated term of the Award in the event of the termination of employment or
service of the Participant to whom it was granted.
(v) Suspension or Termination of Stock Options and SARs. If at any time
(including after a notice of exercise has been delivered) the Committee,
including any Subcommittee or administrator authorized pursuant to Section 3(b)
(any such person, an "Authorized Officer"), reasonably believes that a
Participant, other than an Outside Director, has committed an act of misconduct
as described in this Section, the Authorized Officer may suspend the
Participant153s right to exercise any Stock Option or SAR pending a determination
of whether an act of misconduct has been committed. If the Committee or an
Authorized Officer determines a Participant, other than an Outside Director, has
committed an act of embezzlement, fraud, dishonesty, nonpayment of any
obligation owed to Intel, breach of fiduciary duty or deliberate disregard of
Corporation rules resulting in loss, damage or injury to the Corporation, or if
a Participant makes an unauthorized disclosure of any Corporation trade secret
or confidential information, engages in any conduct constituting unfair
competition, induces any customer to breach a contract with the Corporation 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 Stock Option or SAR whatsoever. In addition, for any Participant
who is designated as an "executive officer" by the Board of Directors, if the
Committee determines that the Participant engaged in an act of embezzlement,
fraud or breach of fiduciary duty during the Participant153s employment that
contributed to an obligation to restate the Corporation153s financial statements
("Contributing Misconduct"), the Participant shall be required to repay to the
Corporation, in cash and upon demand, the Option Proceeds (as defined below)
resulting from any sale or other disposition (including to the Corporation) of
Shares issued or issuable upon exercise of a Stock Option or SAR if the sale or
disposition was effected during the twelve-month period following the first
public issuance or filing with the SEC of the financial statements required to
be restated. The term "Option Proceeds" means, with respect to any sale or other
disposition (including to the Corporation) of Shares issuable or issued upon
exercise of a Stock Option or SAR, an amount determined appropriate by the
Committee to reflect the effect of the restatement on the Corporation153s stock
price, up to the amount equal to the number of Shares sold or disposed of
multiplied by the difference between the market value per Share at the time of
such sale or disposition and the exercise price. The return of Option Proceeds
is in addition to and separate from any other relief available to the
Corporation due to the executive officer153s Contributing Misconduct. Any
determination by the Committee or an Authorized Officer with respect to the
foregoing shall be final, conclusive and binding on all interested parties. For
any Participant who is an executive officer, the determination of the Committee
or of the Authorized Officer shall be subject to the approval of the Board of
Directors.
(vi) Conditions and Restrictions Upon Securities Subject to Stock Options or
SARs. Subject to the express provisions of the Plan, the Committee may provide
that the Shares issued upon exercise of a Stock Option or SAR shall be subject
to such further conditions or agreements as the Committee in its discretion may
specify prior to the exercise of such Stock Option or SAR, including, without
limitation, conditions on vesting or transferability, forfeiture or repurchase
provisions. The obligation to make payments with respect to SARs may be
satisfied through cash payments or the delivery of Shares, or a combination
thereof as the Committee shall determine. The Committee may establish rules for
the deferred delivery of Common Stock upon exercise of a Stock Option or SAR
with the deferral evidenced by use of Restricted Stock Units equal in number to
the number of Shares whose delivery is so deferred.
(vii) Other Terms and Conditions. Stock Options and SARs may also contain such
other provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate.
(viii) ISOs. Stock Options intending to qualify as ISOs may only be granted to
employees of the Corporation within the meaning of the Code, as determined by
the Committee. No ISO shall be granted to any person if immediately after the
grant of such Award, such person would own stock, including stock subject to
outstanding Awards held by him or her under the Plan or any other plan
established by the Corporation, amounting to more than ten percent (10%) of the
total combined voting power or value of all classes of stock of the Corporation.
To the extent that the Option Agreement specifies that a Stock Option is
intended to be treated as an ISO, the Stock Option is intended to qualify to the
greatest extent possible as an "incentive stock option" within the meaning of
Section 422 of the Code, and shall be so construed; provided, however, that any
such designation shall not be interpreted as a representation, guarantee or
other undertaking on the part of the Corporation that the Stock Option is or
will be determined to qualify as an ISO. If and to the extent that any Shares
are issued under a portion of any Stock Option that exceeds the $100,000
limitation of Section 422 of the Code, such Shares shall not be treated as
issued under an ISO notwithstanding any designation otherwise. Certain
decisions, amendments, interpretations and actions by the Committee and certain
actions by a Participant may cause a Stock Option to cease to qualify as an ISO
pursuant to the Code and by accepting a Stock Option the Participant agrees in
advance to such disqualifying action.
(b) Grant, Terms and Conditions of Restricted Stock and Restricted Stock Units
The Committee may grant Restricted Stock or Restricted Stock Units at any time
and from time to time prior to the expiration of the Plan to eligible employee
Participants selected by the Committee. A Participant shall have rights as a
stockholder with respect to any Shares subject to a Restricted Stock Award
hereunder only to the extent specified in this Plan or the Restricted Stock
Agreement evidencing such Award. Awards of Restricted Stock or Restricted Stock
Units shall be evidenced only by such agreements, notices and/or terms or
conditions documented in such form (including by electronic communications) as
may be approved by the Committee. Awards of Restricted Stock or Restricted Stock
Units granted pursuant to the Plan need not be identical but each must contain
or be subject to the following terms and conditions:
(i) Terms and Conditions. Each Restricted Stock Agreement and each Restricted
Stock Unit Agreement shall contain provisions regarding (a) the number of Shares
subject to such Award or a formula for determining such, (b) the purchase price
of the Shares, if any, and the means of payment for the Shares, (c) the
performance criteria, if any, and level of achievement versus these criteria
that shall determine the number of Shares granted, issued, retainable and/or
vested, (d) such terms and conditions on the grant, issuance, vesting and/or
forfeiture of the Shares as may be determined from time to time by the
Committee, (e) restrictions on the transferability of the Shares and (f) such
further terms and conditions as may be determined from time to time by the
Committee, in each case not inconsistent with this Plan.
(ii) Sale Price. Subject to the requirements of applicable law, the Committee
shall determine the price, if any, at which Shares of Restricted Stock or
Restricted Stock Units shall be sold or awarded to a Participant, which may vary
from time to time and among Participants and which may be below the market value
of such Shares at the date of grant or issuance.
(iii) Share Vesting. The grant, issuance, retention and/or vesting of Shares
under Restricted Stock or Restricted Stock Unit Awards shall be at such time and
in such installments as determined by the Committee or under criteria
established by the Committee. The Committee shall have the right to make the
timing of the grant and/or the issuance, ability to retain and/or vesting of
Shares under Restricted Stock or Restricted Stock Unit Awards subject to
continued employment, passage of time and/or such performance criteria and level
of achievement versus these criteria as deemed appropriate by the Committee,
which criteria may be based on financial performance and/or personal performance
evaluations. Up to 480,000 Shares shall be available for issuance to employee
Participants as Awards having no minimum vesting period. No condition that is
based on performance criteria and level of achievement versus such criteria
shall be based on performance over a period of less than one year, and no
condition that is based upon continued employment or the passage of time shall
provide for vesting in full of a Restricted Stock or Restricted Stock Unit Award
in less than pro rata installments over three years from the date the Award is
made, other than with respect to such Awards that are issued upon exercise or
settlement of Stock Options or SARs or upon the death, disability or retirement
of the Participant, in each case as specified in the agreement evidencing such
Award. Notwithstanding anything to the contrary herein, the performance criteria
for any Restricted Stock or Restricted Stock Unit that is intended to satisfy
the requirements for "performance-based compensation" under Section 162(m) of
the Code shall be a measure based on one or more Qualifying Performance Criteria
selected by the Committee and specified at the time the Restricted Stock Award
is granted.
(iv) Termination of Employment. The Restricted Stock or Restricted Stock Unit
Agreement may provide for the forfeiture or cancellation of the Restricted Stock
or Restricted Stock Unit Award, in whole or in part, in the event of the
termination of employment or service of the Participant to whom it was granted.
(v) Restricted Stock Units. Except to the extent this Plan or the Committee
specifies otherwise, Restricted Stock Units represent an unfunded and unsecured
obligation of the Corporation and do not confer any of the rights of a
stockholder until Shares are issued thereunder. Settlement of Restricted Stock
Units upon expiration of the deferral or vesting period shall be made in Shares
or otherwise as determined by the Committee. Dividends or dividend equivalent
rights shall be payable in cash or in additional shares with respect to
Restricted Stock Units only to the extent specifically provided for by the
Committee. Until a Restricted Stock Unit is settled, the number of Shares
represented by a Restricted Stock Unit shall be subject to adjustment pursuant
to Section 11. Any Restricted Stock Units that are settled after the
Participant153s death shall be distributed to the Participant153s designated
beneficiary(ies) or, if none was designated, the Participant153s estate.
(vi) Suspension or Termination of Restricted Stock and Restricted Stock Units.
If at any time the Committee, including any Subcommittee or administrator
authorized pursuant to Section 3(b) (any such person, an "Authorized Officer"),
reasonably believes that a Participant, other than an Outside Director, has
committed an act of misconduct as described in this Section, the Authorized
Officer may suspend the vesting of Shares under the Participant153s Restricted
Stock or Restricted Stock Unit Awards pending a determination of whether an act
of misconduct has been committed. If the Committee or an Authorized Officer
determines a Participant, other than an Outside Director, has committed an act
of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to Intel,
breach of fiduciary duty or deliberate disregard of Corporation rules resulting
in loss, damage or injury to the Corporation, or if a Participant makes an
unauthorized disclosure of any Corporation trade secret or confidential
information, engages in any conduct constituting unfair competition, induces any
customer to breach a contract with the Corporation or induces any principal for
whom Intel acts as agent to terminate such agency relationship, the
Participant153s Restricted Stock or Restricted Stock Unit Agreement shall be
forfeited and cancelled. In addition, for any Participant who is designated as
an "executive officer" by the Board of Directors, if the Committee determines
that the Participant engaged in an act of embezzlement, fraud or breach of
fiduciary duty during the Participant153s employment that contributed to an
obligation to restate the Corporation153s financial statements ("Contributing
Misconduct"), the Participant shall be required to repay to the Corporation, in
cash and upon demand, the Restricted Stock Proceeds (as defined below) resulting
from any sale or other disposition (including to the Corporation) of Shares
issued or issuable upon the vesting of Restricted Stock or a Restricted Stock
Unit if the sale or disposition was effected during the twelve-month period
following the first public issuance or filing with the SEC of the financial
statements required to be restated. The term "Restricted Stock Proceeds" means,
with respect to any sale or other disposition (including to the Corporation) of
Shares issued or issuable upon vesting of Restricted Stock or a Restricted Stock
Unit, an amount determined appropriate by the Committee to reflect the effect of
the restatement on the Corporation153s stock price, up to the amount equal to the
market value per Share at the time of such sale or other disposition multiplied
by the number of Shares or units sold or disposed of. The return of Restricted
Stock Proceeds is in addition to and separate from any other relief available to
the Corporation due to the executive officer153s Contributing Misconduct. Any
determination by the Committee or an Authorized Officer with respect to the
foregoing shall be final, conclusive and binding on all interested parties. For
any Participant who is an executive officer, the determination of the Committee
or of the Authorized Officer shall be subject to the approval of the Board of
Directors.
9. OUTSIDE DIRECTOR AWARDS
Each Outside Director may be granted up to 100,000 Shares underlying Awards
(each an "Outside Director Award") each fiscal year, as determined by the Board
of Directors. Notwithstanding anything to the contrary in this Plan, the
foregoing limitation shall be subject to adjustment under Section 11. The number
of Shares subject to each Outside Director Award, or the formula pursuant to
which such number shall be determined, the type or types of Awards included in
the Outside Director Awards, the date of grant and the vesting, expiration and
other terms applicable to such Outside Director Awards shall be specified from
time to time by the Board of Directors, subject to the terms of this Plan,
including the terms specified in Section 8. If the Board of Directors reasonably
believes that an Outside Director has committed an act of misconduct as
specified in Section 8(a)(v) or 8(b)(vi), the Board of Directors may suspend the
Outside Director153s right to exercise any Stock Option or SAR and/or the vesting
of any Restricted Stock or Restricted Stock Unit Award pending a determination
of whether an act of misconduct has been committed. If the Board of Directors
determines that an Outside Director has committed an act of misconduct, neither
the Outside Director nor his or her estate shall be entitled to exercise any
Stock Option or SAR whatsoever and shall forfeit any unvested Restricted Stock
or Restricted Stock Unit Award.
10. OTHER PROVISIONS APPLICABLE TO AWARDS
(a) Transferability. Unless the agreement or other document evidencing an Award
(or an amendment thereto authorized by the Committee) expressly states that the
Award is transferable as provided hereunder, no Award granted under this Plan,
nor any interest in such Award, may be sold, assigned, conveyed, gifted,
pledged, hypothecated or otherwise transferred in any manner, other than by will
or the laws of descent and distribution. The Committee may grant an Award or
amend an outstanding Award to provide that the Award is transferable or
assignable (a) in the case of a transfer without the payment of any
consideration, to any "family member" as such term is defined in Section 1(a)(5)
of the General Instructions to Form S-8 under the Securities Act of 1933, as
such may be amended from time to time, and (b) in any transfer described in
clause (ii) of Section 1(a)(5) of the General Instructions to Form S-8 under the
1933 Act as amended from time to time, provided that following any such transfer
or assignment the Award will remain subject to substantially the same terms
applicable to the Award while held by the Participant to whom it was granted, as
modified as the Committee shall determine appropriate, and as a condition to
such transfer the transferee shall execute an agreement agreeing to be bound by
such terms; provided further, that an ISO may be transferred or assigned only to
the extent consistent with Section 422 of the Code. Any purported assignment,
transfer or encumbrance that does not qualify under this Section 10(a) shall be
void and unenforceable against the Corporation.
(b) Qualifying Performance Criteria. For purposes of this Plan, the term
"Qualifying Performance Criteria" shall mean any one or more of the following
performance criteria, either individually, alternatively or in any combination,
applied to either the Corporation as a whole or to a business unit or
Subsidiary, either individually, alternatively or in any combination, and
measured either annually or cumulatively over a period of years, on an absolute
basis or relative to a pre-established target, to previous years153 results or to
a designated comparison group, in each case as specified by the Committee in the
Award: (a) cash flow, (b) earnings per share, (c) earnings before interest,
taxes and amortization, (d) return on equity, (e) total stockholder return,
(f) share price performance, (g) return on capital, (h) return on assets or net
assets, (i) revenue, (j) income or net income, (k) operating income or net
operating income, (l) operating profit or net operating profit, (m) operating
margin or profit margin, (n) return on operating revenue, (o) return on invested
capital, (p) market segment share, (q) product release schedules, (r) new
product innovation, (s) product cost reduction through advanced technology,
(t) brand recognition/acceptance, (u) product ship targets, or (v) customer
satisfaction. The Committee may appropriately adjust any evaluation of
performance under a Qualifying Performance Criteria to exclude any of the
following events that occurs during a performance period: (i) asset write-downs,
(ii) litigation or claim judgments or settlements, (iii) the effect of changes
in or provisions under tax law, accounting principles or other such laws or
provisions affecting reported results, (iv) accruals for reorganization and
restructuring programs and (v) any extraordinary non-recurring items as
described in Accounting Standards Codification 225 and/or in management153s
discussion and analysis of financial condition and results of operations
appearing in the Corporation153s annual report to stockholders for the applicable
year. Notwithstanding satisfaction of any completion of any Qualifying
Performance Criteria, to the extent specified at the time of grant of an Award,
the number of Shares, Stock Options, SARs, Restricted Stock Units or other
benefits granted, issued, retainable and/or vested under an Award on account of
satisfaction of such Qualifying Performance Criteria may be reduced by the
Committee on the basis of such further considerations as the Committee in its
sole discretion shall determine.
(c) Dividends. Unless otherwise provided by the Committee, no adjustment shall
be made in Shares issuable under Awards on account of cash dividends that may be
paid or other rights that may be issued to the holders of Shares prior to their
issuance under any Award. The Committee shall specify whether dividends or
dividend equivalent amounts shall be paid to any Participant with respect to the
Shares subject to any Award that have not vested or been issued or that are
subject to any restrictions or conditions on the record date for dividends.
(d) Documents Evidencing Awards. The Committee shall, subject to applicable law,
determine the date an Award is deemed to be granted. The Committee or, except to
the extent prohibited under applicable law, its delegate(s) may establish the
terms of agreements or other documents evidencing Awards under this Plan and
may, but need not, require as a condition to any such agreement153s or document153s
effectiveness that such agreement or document be executed by the Participant,
including by electronic signature or other electronic indication of acceptance,
and that such Participant agree to such further terms and conditions as
specified in such agreement or document. The grant of an Award under this Plan
shall not confer any rights upon the Participant holding such Award other than
such terms, and subject to such conditions, as are specified in this Plan as
being applicable to such type of Award (or to all Awards) or as are expressly
set forth in the agreement or other document evidencing such Award.
(e) Additional Restrictions on Awards. Either at the time an Award is granted or
by subsequent action, the Committee may, but need not, impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and
manner of any resales by a Participant or other subsequent transfers by a
Participant of any Shares issued under an Award, including without limitation
(a) restrictions under an insider trading policy, (b) restrictions designed to
delay and/or coordinate the timing and manner of sales by the Participant or
Participants, and (c) restrictions as to the use of a specified brokerage firm
for receipt, resales or other transfers of such Shares.
(f) Subsidiary Awards. In the case of a grant of an Award to any Participant
employed by a Subsidiary, such grant may, if the Committee so directs, be
implemented by Intel issuing any subject Shares to the Subsidiary, for such
lawful consideration as the Committee may determine, upon the condition or
understanding that the Subsidiary will transfer the Shares to the Participant in
accordance with the terms of the Award specified by the Committee pursuant to
the provisions of the Plan. Notwithstanding any other provision hereof, such
Award may be issued by and in the name of the Subsidiary and shall be deemed
granted on such date as the Committee shall determine.
11. ADJUSTMENT OF AND CHANGES IN THE COMMON STOCK
(a) The existence of outstanding Awards shall not affect in any way the right or
power of the Corporation or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations, exchanges, or other changes in
the Corporation153s capital structure or its business, or any merger or
consolidation of the Corporation or any issuance of Shares or other securities
or subscription rights thereto, or any issuance of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Shares or other securities
of the Corporation or the rights thereof, or the dissolution or liquidation of
the Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise. Further, except as expressly provided herein or by the
Committee, (i) the issuance by the Corporation of shares of stock or any class
of securities convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the
Corporation convertible into such shares or other securities, (ii) the payment
of a dividend in property other than Shares, or (iii) the occurrence of any
similar transaction, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Shares subject to Stock Options or other Awards theretofore granted or
the purchase price per Share, unless the Committee shall determine, in its sole
discretion, that an adjustment is necessary or appropriate.
(b) If the outstanding Shares or other securities of the Corporation, or both,
for which the Award is then exercisable or as to which the Award is to be
settled shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, extraordinary dividend of cash
and/or assets, recapitalization, reorganization or any similar equity
restructuring transaction (as that term is used in Accounting Standards
Codification 718 affecting the Shares or other securities of the Corporation,
the Committee shall equitably adjust the number and kind of Shares or other
securities that are subject to this Plan and to the limits under Section 6 and
that are subject to any Awards theretofore granted, and the exercise or
settlement prices of such Awards, so as to maintain the proportionate number of
Shares or other securities subject to such Awards without changing the aggregate
exercise or settlement price, if any.
(c) No right to purchase fractional Shares shall result from any adjustment in
Stock Options or SARs pursuant to this Section 11. In case of any such
adjustment, the Shares subject to the Stock Option or SAR shall be rounded down
to the nearest whole share.
(d) Any other provision hereof to the contrary notwithstanding (except
Section 11(a)), in the event Intel is a party to a merger or other
reorganization, outstanding Awards shall be subject to the agreement of merger
or reorganization. Such agreement may provide, without limitation, for the
assumption of outstanding Awards 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.
12. LISTING OR QUALIFICATION OF COMMON STOCK
In the event that the Committee determines in its discretion that the listing or
qualification of the Shares available for issuance under the Plan 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, a Stock Option or SAR may not be exercised in whole or in part and a
Restricted Stock or Restricted Stock Unit Award shall not vest or be settled
unless such listing, qualification, consent or approval has been unconditionally
obtained.
13. TERMINATION OR AMENDMENT OF THE PLAN
The Board of Directors may amend, alter or discontinue the Plan and the Board or
the Committee may to the extent permitted by the Plan amend any agreement or
other document evidencing an Award made under this Plan, provided, however, that
the Corporation shall submit for stockholder approval any amendment (other than
an amendment pursuant to the adjustment provisions of Section 11) required to be
submitted for stockholder approval by NASDAQ or that otherwise would:
(a) Increase the maximum number of Shares for which Awards may be granted under
this Plan;
(b) Reduce the price at which Stock Options may be granted below the price
provided for in Section 8(a);
(c) Reduce the option price of outstanding Stock Options;
(d) Extend the term of this Plan;
(e) Change the class of persons eligible to be Participants; or
(f) Increase the limits in Section 6.
In addition, no such amendment or alteration shall be made which would impair
the rights of any Participant, without such Participant153s consent, under any
Award theretofore granted, provided that no such consent shall be required with
respect to any amendment or alteration if the Committee determines in its sole
discretion that such amendment or alteration either (i) is required or advisable
in order for the Corporation, the Plan or the Award to satisfy or conform to any
law or regulation or to meet the requirements of any accounting standard, or
(ii) is not reasonably likely to significantly diminish the benefits provided
under such Award, or that any such diminishment has been adequately compensated.
14. WITHHOLDING
To the extent required by applicable federal, state, local or foreign law, the
Committee may and/or a Participant shall make arrangements satisfactory to the
Corporation for the satisfaction of any withholding tax obligations that arise
with respect to any Stock Option, SAR, Restricted Stock or Restricted Stock Unit
Award, 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. To the extent permitted or required by the Committee, these
obligations may or shall be satisfied by having the Corporation withhold a
portion of the Shares of stock that otherwise would be issued to a Participant
under such Award or by tendering Shares previously acquired by the Participant.
15. GENERAL PROVISIONS
(a) Employment At Will. Neither the Plan nor the grant of any Award nor any
action by the Corporation, any Subsidiary or the Committee shall be held or
construed to confer upon any person any right to be continued in the employ of
the Corporation or a Subsidiary. The Corporation and each Subsidiary expressly
reserve the right to discharge, without liability but subject to his or her
rights under this Plan, any Participant whenever in the sole discretion of the
Corporation or a Subsidiary, as the case may be, it may determine to do so.
(b) Governing Law. This Plan and any agreements or other documents hereunder
shall be interpreted and construed in accordance with the laws of the State of
Delaware and applicable federal law. The Committee may provide that any dispute
as to any Award shall be presented and determined in such forum as the Committee
may specify, including through binding arbitration. Any reference in this Plan
or in the agreement or other document evidencing any Award to a provision of law
or to a rule or regulation shall be deemed to include any successor law, rule or
regulation of similar effect or applicability.
(c) Unfunded Plan. Insofar as it provides for Awards, the Plan shall be
unfunded. Although bookkeeping accounts may be established with respect to
Participants who are granted Awards under this Plan, any such accounts will be
used merely as a bookkeeping convenience. The Corporation shall not be required
to segregate any assets which may at any time be represented by Awards, nor
shall this Plan be construed as providing for such segregation, nor shall the
Corporation or the Committee be deemed to be a trustee of stock or cash to be
awarded under the Plan.
(d) Third Party Administrator. In connection with a Participant153s participation
in the Plan, the Corporation may use the services of a third party
administrator, including a brokerage firm administrator, and the Corporation may
provide this administrator with personal information about a Participant,
including a Participant153s name, social security number and address, as well as
the details of each Award, and this administrator may provide information to the
Corporation concerning the exercise of a Participant153s rights and account data
as it relates to Awards under the Plan.
16. NON-EXCLUSIVITY OF PLAN
Neither the adoption of this Plan by the Board of Directors nor the submission
of this Plan to the shareholders of the Corporation for approval shall be
construed as creating any limitations on the power of the Board of Directors or
the Committee to adopt such other incentive arrangements as either may deem
desirable, including, without limitation, the granting of stock options, stock
appreciation rights, restricted stock or restricted stock units otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.
17. COMPLIANCE WITH OTHER LAWS AND REGULATIONS
This Plan, the grant and exercise of Awards thereunder, and the obligation of
the Corporation to sell, issue or deliver Shares under such Awards, shall be
subject to all applicable federal, state and local laws, rules and regulations
and to such approvals by any governmental or regulatory agency as may be
required. The Corporation shall not be required to register in a Participant153s
name or deliver any Shares prior to the completion of any registration or
qualification of such Shares under any federal, state or local law or any ruling
or regulation of any government body which the Committee shall determine to be
necessary or advisable. To the extent the Corporation is unable to or the
Committee deems it infeasible to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Corporation153s counsel to
be necessary or advisable for the lawful issuance and sale of any Shares
hereunder, the Corporation shall be relieved of any liability with respect to
the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained. No Stock Option shall be exercisable and no Shares
shall be issued and/or transferable under any other Award unless a registration
statement with respect to the Shares underlying such Stock Option is effective
and current or the Corporation has determined that such registration is
unnecessary.
18. LIABILITY OF CORPORATION
The Corporation shall not be liable to a Participant or other persons as to:
(a) the non-issuance or sale of Shares as to which the Corporation has been
unable to obtain from any regulatory body having jurisdiction the authority
deemed by the Corporation153s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder; and (b) any tax consequence expected, but not
realized, by any Participant or other person due to the receipt, exercise or
settlement of any Stock Option or other Award granted hereunder.
Equity Incentive Plan - Intel Corp.
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