EXECUTIVE OFFICER BONUS PLAN
(As adopted and effective January 1, 1994)
The purpose of this Plan is to motivate and reward eligible employees for good
performance by making a proportion of their cash compensation dependent on
growth in earnings per share ('EPS') of Intel Corporation (the 'Company').
The Plan is designed to ensure that the annual bonus paid hereunder to
executive officers of the Company is deductible under Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations and
interpretations promulgated thereunder (the 'Code').
2. COVERED INDIVIDUALS
The individuals entitled to bonus payments hereunder shall be the executive
officers of the Company, as determined by the Committee.
3. THE COMMITTEE
The Committee shall consist of at least two outside directors of the Company
that satisfy the requirements of Code Section 162(m). The Committee shall
have the sole discretion and authority to administer and interpret the Plan in
accordance with Code Section 162(m).
4. AMOUNT OF BONUS
Annual bonus payments are made in cash. The bonus payment is the product of
(i) an individual target set each year by the Committee in writing before the
performance year begins and (ii) EPS for the performance year (increased or
decreased, in each case in accordance with factors adopted by the Committee
before the performance year begins that relate to unusual items, but in any
event the 'EPS' for this calculation shall not exceed operating income for the
performance year per weighted average common and common equivalent shares
outstanding for the year) multiplied by the ratio of the adjusted actual EPS
to an EPS target for the year that is set by the Committee in writing in
advance of the beginning of each year. However, no bonus in excess of
$5,000,000 will be paid to any executive officer. The Committee may also
reduce an individual's maximum bonus calculated under the preceding formula in
its sole discretion. The bonus payable hereunder shall be paid in lieu of any
bonus payable under the Company's Executive Bonus Plan.
5. PAYMENT OF BONUS
The payment of a given year's bonus requires that the executive officer be on
the Company's payroll as of December 31st of the bonus year. The Committee
may make exceptions to this requirement in the case of retirement, death or
disability, as determined by the Committee in its sole discretion. No bonus
shall be paid unless and until the Committee certifies in writing that the
performance goals of this Plan are satisfied.
6. AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate this Plan at any time
with respect to future services of covered individuals. Plan amendments will
require stockholder approval only to the extent required by applicable law.