{"id":38161,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1988-executive-long-term-stock-option-plan-intel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1988-executive-long-term-stock-option-plan-intel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1988-executive-long-term-stock-option-plan-intel-corp.html","title":{"rendered":"1988 Executive Long Term Stock Option Plan &#8211; Intel Corp."},"content":{"rendered":"<pre>                        INTEL CORPORATION\n                    1988 EXECUTIVE LONG TERM\n                        STOCK OPTION PLAN\n      (Amended and Restated Effective as of March 26, 1997)\n\n1.   PURPOSE\n     \n     The  purpose  of this amended and restated Intel Corporation\n     1988  Executive Long Term Stock Option Plan (the 'Plan')  is\n     to  advance  the interests of Intel Corporation, a  Delaware\n     corporation  and its subsidiaries (hereinafter  collectively\n     'Intel' or the 'Corporation'), by stimulating the efforts of\n     certain key employees employed by Intel and heightening  the\n     desire of such key employees to continue in employment  with\n     Intel.  The stock options granted pursuant to this Plan  are\n     non-qualified stock options and shall not be incentive stock\n     options,  as defined in Section 422 of the Internal  Revenue\n     Code  of  1986, as amended (the 'Code').  This  amended  and\n     restated  Plan  includes  the individual  grant  limitations\n     required by Section 162(m) of the Code for the option income\n     of   certain  individuals  to  be  tax  deductible  by   the\n     Corporation.\n     \n2.   DEFINITIONS\n     \n     (a)  'Board of Directors' means the Board of Directors of the\n          Corporation.\n          \n     (b)  'Committee' means the Compensation Committee appointed by\n          the Board of Directors in accordance with Section 11.\n\n     (c)  'Disablement' shall have the meaning specified  by  the\n          Committee in the terms of an option grant or, in the absence of\n          any such term, shall mean a physical condition arising from an\n          illness or injury which renders an individual incapable of\n          performing work.  The determination of the Committee as to an\n          individual's Disablement shall be conclusive on all of the\n          parties.\n          \n     (d)  'Plan' means the Intel Corporation 1988 Executive Long Term\n          Stock Option Plan, as amended and restated herein.\n          \n     (e)  'Retirement'  shall have the meaning specified  by  the\n          Committee in the terms of an option grant or, in the absence of\n          any such term, shall mean retirement from active employment with\n          Intel (i) at or after age 55 and with the approval of the\n          Committee or (ii) at or after age 65.  The determination of the\n          Committee as to an individual's Retirement shall be conclusive on\n          all parties.\n          \n     (f)  'Subsidiary' means any corporation in an unbroken chain of\n          corporations beginning with Intel Corporation where each of the\n          corporations in the unbroken chain other than the last\n          corporation owns stock possessing 50 percent or more of the total\n          combined voting power of all classes of stock in one of the other\n          corporations in such chain.\n\n\n\n3.   PARTICIPANTS\n     \n     'Participants' in the Plan shall be those key employees  who\n     have  been employed by Intel for at least two years  and  to\n     whom  options  may  be  granted from time  to  time  by  the\n     Committee.\n     \n     No  option  shall be granted to any employee if  immediately\n     after  the  grant  of  such option such employee  would  own\n     stock,  including stock subject to outstanding options  held\n     by  him or her, amounting to more than five percent (5%)  of\n     the  total combined voting power or value of all classes  of\n     stock of the Corporation or any Subsidiary.  Options may not\n     be  granted  to  non-employee directors or  members  of  the\n     Committee.\n     \n4.   EFFECTIVE DATE AND TERMINATION OF PLAN\n     \n     This   Plan   was   last  approved  by   the   Corporation's\n     stockholders  on  May  4, 1994.  The Plan  was  amended  and\n     restated  by  the Board of Directors in certain non-material\n     respects on March 26, 1997.\n     \n     The  Plan  shall remain available for the grant  of  options\n     until  all  shares of stock available for grant  under  this\n     Plan shall have been acquired through exercise of options or\n     until September 19, 1998 whichever is earlier.  The Plan may\n     be terminated at such earlier time as the Board of Directors\n     may  determine.  Termination of the Plan will not affect the\n     rights  and  obligations arising under  options  theretofore\n     granted and then in effect.\n     \n5.   SHARES SUBJECT TO THE PLAN AND TO OPTIONS\n     \n     The  stock subject to options authorized to be granted under\n     the   Plan  shall  consist  of  20,000,000  shares  of   the\n     Corporation's   common  stock,  par  value  $.001   ('Common\n     Stock'), or the number and kind of shares of stock or  other\n     securities which shall be substituted or adjusted  for  such\n     shares  as  provided  in  Section 8.   Such  shares  may  be\n     authorized  and unissued shares of the Corporation's  Common\n     Stock.   All  or any shares of stock subject  to  an  option\n     which  for  any reason terminates unexercised may  again  be\n     made subject to an option under the Plan.\n\n\n6.   GRANT, TERMS AND CONDITIONS OF OPTIONS\n     \n     Options  may  be granted at any time and from time  to  time\n     prior  to  the  termination  of the  Plan,  to  certain  key\n     employees  of Intel selected by the Committee.  However,  no\n     Participant  shall  be  granted  options  in  any  year,  to\n     purchase  shares of common stock in excess  of  one  percent\n     (1%)  of  the  number of shares of the Corporation's  Common\n     Stock  outstanding  on  January 1, 1994.   In  addition,  no\n     Participant  or  optionholder shall have  any  rights  as  a\n     stockholder with respect to any shares of stock  subject  to\n     option  hereunder until said shares have been issued.   Each\n     option  may be evidenced by a written stock option agreement\n     and\/or  such  other written arrangements as may be  approved\n     from  time  to  time  by  the  Committee.   Options  granted\n     pursuant  to the Plan need not be identical but each  option\n     much  contain  and  be  subject to the following  terms  and\n     conditions:\n     \n     (a)  Price:   The purchase price under each option shall  be\n          established by the Committee.  In no event will the option price\n          be less than the fair market value of the stock on the date of\n          grant.  The option price must be paid in full at the time of\n          exercise.  The price may be paid in cash or, as acceptable to the\n          Committee, by loan (as described in Section 7), by arrangement\n          with a broker where payment of the option price is made pursuant\n          to an irrevocable direction to the broker to deliver all or part\n          of the proceeds from the sale of the option shares to the\n          Corporation, by the surrender of shares of Common Stock of the\n          Corporation owned by the Participant exercising the option and\n          having a fair market value on the date of exercise equal to the\n          option price or in any combination of the foregoing.\n          \n     (b)  Duration and Exercise or Termination of Option:  Each option\n          shall be exercisable in such manner and at such times as the\n          Committee shall determine.  However, each option granted must\n          expire within a period of not more than ten (10) years from the\n          grant date.\n          \n     (c)  Suspension  or Termination of Option:  If at  any  time\n          (including after a notice of exercise has been delivered) the\n          Chief Executive Officer, President, Chief Operating Officer, Vice\n          President for Human Resources, General Counsel or any of their\n          designees (any such person, an 'Authorized Officer') reasonably\n          believes that a Participant or optionholder has committed an act\n          of misconduct as described in this Section, the Authorized\n          Officer may suspend the Participant's or optionholder's rights to\n          exercise any option pending a determination of whether an act of\n          misconduct has been committed.\n          \n          If  the  Board  of  Directors or an Authorized  Officer\n          determines a Participant or optionholder has  committed\n          an  act  of embezzlement, fraud, dishonesty, nonpayment\n          of  any  obligation owed to Intel, breach of  fiduciary\n          duty  or  deliberate disregard of Intel rules resulting\n          in loss, damage or injury to Intel, or if a Participant\n          or optionholder makes an unauthorized disclosure of any\n          Intel trade secret or confidential information, engages\n          in any conduct constituting unfair competition, induces\n\n\n          any  Intel customer to breach a contract with Intel  or\n          induces  any principal for whom Intel acts as agent  to\n          terminate   such  agency  relationship,   neither   the\n          Participant  nor  optionholder nor his  or  her  estate\n          shall  be  entitled to exercise any option  whatsoever.\n          In making such determination, the Board of Directors or\n          an  Authorized Officer shall act fairly and shall  give\n          the  Participant an opportunity to appear  and  present\n          evidence  on  his or her behalf at a hearing  before  a\n          committee   of  the  Board  of  Directors.    For   any\n          Participant who is an 'executive officer' for  purposes\n          of  Section 16 of the Securities Exchange Act  of  1934\n          (the 'Exchange Act'), the determination of the Board of\n          Directors or of the Authorized Officer shall be subject\n          to the approval of the Committee.\n          \n     (d)  Termination of Employment:  Subject to Section 6(b), unless\n          the Committee specifies otherwise, upon the termination of the\n          Participant's employment, his or her rights to exercise an option\n          then held shall be only as follows:\n          \n          (1)  Death.  Upon the death of a Participant while in employ of\n               Intel, the Participant's rights will be exercisable by his or\n               her estate or beneficiary at any time during the twelve (12)\n               months next succeeding the date of death.\n               \n               If  the Participant's option has been held by  the\n               Participant for a minimum of four (4) years at the\n               time   of   death,  then  the  number  of   shares\n               exercisable  by the estate or beneficiary  of  the\n               deceased  Participant will be the total number  of\n               unexercised  shares, whether or  not  exercisable,\n               under such option on the date of the Participant's\n               death.  If the Participant's option has been  held\n               for  a  period of less than four (4) years at  the\n               time   of   death,  then  the  number  of   shares\n               exercisable  by the estate or beneficiary  of  the\n               deceased  Participant will be the total number  of\n               shares which were exercisable under such option on\n               the date of the Participant's death.\n               \n               If  a  Participant should die within  thirty  (30)\n               days  of his or her termination of employment with\n               Intel, an option will be exercisable by his or her\n               estate  or  beneficiary at  any  time  during  the\n               twelve   (12)  months  succeeding  the   date   of\n               termination, but only to the extent of the  number\n               of  shares as to which such option was exercisable\n               as   of   the   date   of  such  termination.    A\n               Participant's estate shall mean his or  her  legal\n               representative or other person who so acquires the\n               right to exercise the option.\n               \n          (2)  Disablement.  Upon the Disablement of any Participant, the\n               Participant's rights to options may be exercised for a period\n               of twelve (12) months after termination.  If the Participant's\n               option has been held for a minimum of four (4) years, then the\n               number of shares exercisable by the Participant will be the\n               total number of unexercised shares, whether or not\n               exercisable, under such option on the date of the\n               Participant's termination.  If the Participant's option has\n\n\n               been held for a period of less than four (4) years, then the\n               number of shares exercisable by the Participant will be the\n               total number of shares which were exercisable under such\n               option on the date of the Participant's termination.\n               \n          (3)  Retirement.  Upon Retirement of a Participant, the\n               Participant's rights to options may be exercised for a period\n               of twelve (12) months after Retirement.  The number of shares\n               exercisable will be the total number of shares which were\n               exercisable under the Participant's option on the date of his\n               or her Retirement.\n               \n          (4)  Other Reasons.  Upon termination of a Participant's\n               employment for any reason other than those stated above, a\n               Participant may, within thirty (30) days following such\n               termination exercise the option to the extent such option was\n               exercisable on the date of termination.\n               \n          For purposes of this Section 6(d), unless the Committee\n          specifies  otherwise, a Participant's employment  shall\n          not be deemed terminated (i) if, within sixty (60) days\n          such   Participant  is  rehired  by  Intel,   (ii)   if\n          Participant is transferred from the Corporation to  any\n          Subsidiary  or  from any one Subsidiary to  another  or\n          from  a Subsidiary to the Corporation, or (iii) at  the\n          discretion  of the Committee, during any  period  of  a\n          Participant's  leave  of  absence,  provided  that  the\n          Committee   may  delay  the  Participant's  rights   to\n          exercise  options as a result of such leave of absence.\n          In   addition,  a  Participant's  employment  with  any\n          partnership, joint venture or corporation  not  meeting\n          the   requirements  of  a  Subsidiary  in   which   the\n          Corporation  or a Subsidiary is a party  and  which  is\n          designated  by  the  Committee  as  subject   to   this\n          provision, shall be considered employment for  purposes\n          of this Section 6(d).\n          \n     (e)  Transferability of Option:  Unless the Committee specifies\n          otherwise, each option shall be transferable only by will or the\n          laws of descent and distribution and shall only be exercisable by\n          the Participant during his or her lifetime.\n          \n     (f)  Cancellation:  The Committee may, at any time prior  to\n          exercise and subject to consent of the Participant, cancel any\n          options previously granted and may or may not substitute in their\n          place options at a different price and different type under\n          different terms or in different amounts.\n          \n     (g)  Conditions and Restrictions Upon Securities Subject  to\n          Options:  Subject to the express provisions of the Plan, the\n          Committee may provide that the shares of Common Stock issued upon\n          exercise of an option shall be subject to such further conditions\n          or agreements as the Committee in its discretion may specify\n          prior to the exercise of such option, including without\n          limitation, conditions on vesting or transferability, forfeiture\n          or repurchase provisions and method of payment for the shares\n          issued upon exercise (including the actual or constructive\n\n\n          surrender of Common Stock already owned by the Participant or\n          optionholder).  The Committee may establish rules for the\n          deferred delivery of Common Stock upon exercise of an option with\n          the deferral evidenced by use of 'Stock Units' equal in number to\n          the number of shares of Common Stock whose delivery is so\n          deferred.  A 'Stock Unit' is a bookkeeping entry representing an\n          amount equivalent to the fair market value of one share of Common\n          Stock.  Unless the Committee specifies otherwise, Stock Units\n          represent an unfunded and unsecured obligation  of  the\n          Corporation.  Settlement of Stock Units upon expiration of the\n          deferral period shall be made in Common Stock or otherwise as\n          determined by the Committee.  The amount of Common Stock, or\n          other settlement medium, to be so distributed may be increased by\n          an interest factor or by dividend equivalents.  Until a Stock\n          Unit is so settled, the number of shares of Common Stock\n          represented by a Stock Unit shall be subject to adjustment\n          pursuant to Section 8.  Any Stock Units that are settled after\n          the holder's death shall be distributed to the holder's\n          designated beneficiary(ies) or, if none was designated, the\n          holder's estate.\n          \n     (h)  Other Terms and Conditions:  Options may also contain such\n          other provisions, which shall not be inconsistent with any of the\n          foregoing terms, as the Committee shall deem appropriate.  No\n          option, however, nor anything contained in the Plan shall confer\n          upon any Participant any right to continue in Intel's employ or\n          service nor limit in any way Intel's right to terminate his or\n          her employment at any time.\n          \n7.   LOANS\n     \n     The  Corporation  may  make loans, at  the  request  of  the\n     Participant and in the sole discretion of the Board  or  its\n     Committee,  for  the purpose of enabling the Participant  to\n     exercise options granted under the Plan and to pay  the  tax\n     liability resulting from an option exercise under the  Plan.\n     The  Board  or  its Committee shall have full  authority  to\n     determine  the  terms and conditions of  such  loans.   Such\n     loans may be secured by the shares received upon exercise of\n     such option.\n     \n8.   ADJUSTMENT OF AND CHANGES IN THE STOCK\n     \n     In  the  event that the number of shares of Common Stock  of\n     the  Corporation  shall be increased  or  decreased  through\n     reclassification, combination of shares, a  stock  split  or\n     the  payment  of a stock dividend, or otherwise,  then  each\n     share  of  common stock of the Corporation  which  has  been\n     authorized  for issuance under the Plan, whether such  share\n     is  then  currently subject to or may become subject  to  an\n     option under the Plan, shall be proportionately adjusted  to\n     reflect  such  increase  or decrease.   Outstanding  options\n     shall  also  be  amended  as to price  and  other  terms  if\n     necessary to reflect the foregoing events.\n     \n     In  the  event there shall be any other change in the number\n     or  kind  of the outstanding shares of Common Stock  of  the\n     Corporation,  or  any stock or other securities  into  which\n     such  Common Stock shall have been changed, or for which  it\n     shall  have  been  exchanged, whether by reason  of  merger,\n     consolidation or otherwise, then if the Committee shall,  in\n\n\n     its  sole  discretion, determine that such change  equitably\n     requires  an  adjustment  to  shares  currently  subject  to\n     options  or  which may become subject to options  under  the\n     Plan,  or  to  prices or terms of outstanding options,  such\n     adjustment   shall   be   made  in  accordance   with   such\n     determination.   In addition, in the event  of  such  change\n     described  in  this paragraph, the Board  of  Directors  may\n     accelerate  the  time or times at which any  option  may  be\n     exercised   and  may  provide  for  cancellation   of   such\n     accelerated  options which are not exercised within  a  time\n     prescribed by the Board of Directors in its sole discretion.\n     \n     No right to purchase fractional shares shall result from any\n     adjustment in options pursuant to this Section.  In case  of\n     any  such adjustment, the shares subject to the option shall\n     be  rounded down to the nearest whole share.  Notice of  any\n     adjustment  shall  be  given  by  the  Corporation  to  each\n     Participant  or  optionholder  which  shall  have  been   so\n     adjusted  and  such adjustment (whether  or  not  notice  is\n     given)  shall be effective and binding for all  purposes  of\n     the Plan.\n     \n9.   LISTING OR QUALIFICATION OF STOCK\n     \n     In  the event that the Board of Directors determines in  its\n     discretion  that the listing or qualification  of  the  Plan\n     shares  on  any securities exchange or quotation or  trading\n     system   or   under  any  applicable  law  or   governmental\n     regulation  is necessary as a condition to the  issuance  of\n     such  shares  under  the  option,  the  option  may  not  be\n     exercised   in  whole  or  in  part  unless  such   listing,\n     qualification,  consent or approval has been unconditionally\n     obtained.\n     \n10.  WITHHOLDING\n     \n     To  the extent required by applicable federal, state,  local\n     or  foreign  law, a Participant or optionholder  shall  make\n     arrangements  satisfactory  to  the  Corporation   for   the\n     satisfaction of any withholding tax obligations  that  arise\n     by  reason of an option exercise.  The Corporation shall not\n     be  required to issue shares or to recognize the disposition\n     of  such  shares until such obligations are satisfied.   The\n     Committee  may permit these obligations to be  satisfied  by\n     having  the Corporation withhold a portion of the shares  of\n     stock  that  otherwise would be issued to him  or  her  upon\n     exercise  of  the  option, or to the  extent  permitted,  by\n     tendering shares previously acquired.\n     \n11.  ADMINISTRATION AND AMENDMENT OF THE PLAN\n     \n     The  Plan shall be administered by the Committee which shall\n     consist  of at least two persons appointed by the  Board  of\n     Directors.  The Board of Directors shall fill vacancies  and\n     may from time to time remove or add members.  All members of\n     the Committee will be 'non-employee directors' as defined in\n     Rule 16b-3 under the Exchange Act and 'outside directors' as\n     defined  under Section 162(m) of the Code, but in each  case\n     only  when required to exempt any grant intended to  qualify\n     for an exemption under such provisions.  Notwithstanding the\n     foregoing,  unless  otherwise restricted  by  the  Board  of\n     Directors,  the Committee may appoint one or  more  separate\n     committees  (any such committee, a 'Subcommittee')  composed\n     of  one or more directors of Intel (who may but need not  be\n\n\n     members  of  the  Committee) and may delegate  to  any  such\n     Subcommittee(s)  the authority to grant  options  under  the\n     Plan  to  Participants,  to  determine  all  terms  of  such\n     options, and\/or to administer the Plan or any aspect of  it.\n     Any action by any such Subcommittee within the scope of such\n     delegation  shall be deemed for all purposes  to  have  been\n     taken by the Committee.  The Committee shall act pursuant to\n     a majority vote or majority written consent.\n     \n     Subject  to  the  express  provisions  of  this  Plan,   the\n     Committee shall be authorized and empowered to do all things\n     necessary or desirable in connection with the administration\n     of   this  Plan,  including,  without  limitation:   (a)  to\n     prescribe, amend and rescind rules and regulations  relating\n     to  this  Plan  and  to define terms not  otherwise  defined\n     herein; (b) to determine which persons are Participants  (as\n     defined in Section 3 hereof), to which of such Participants,\n     if  any, an option shall be granted hereunder and the timing\n     of  any  such option grants; (c) to determine the number  of\n     shares of Common Stock subject to an option and the exercise\n     or  purchase  price  of such shares; (d)  to  establish  and\n     verify  the  extent  of satisfaction of  any  conditions  to\n     exercisability  applicable  to  an  option;  (e)  to   waive\n     conditions to and\/or accelerate exercisability of an option,\n     either automatically upon the occurrence of specified events\n     (including  in  connection with a change of control  of  the\n     Corporation)  or  otherwise  in  its  discretion;   (f)   to\n     prescribe  and amend the terms of option grants  made  under\n     this  Plan  (which need not be identical); (g) to  determine\n     whether,  and the extent to which, adjustments are  required\n     pursuant  to  Section  8 hereof; and (h)  to  interpret  and\n     construe this Plan, any rules and regulations under the Plan\n     and   the   terms  and  conditions  of  any  option  granted\n     hereunder, and to make exceptions to any such provisions  in\n     good faith and for the benefit of the Corporation.\n     \n     All  decisions,  determinations and interpretations  by  the\n     Committee  regarding  the Plan, any  rules  and  regulations\n     under  the  Plan and the terms and conditions of any  option\n     granted  hereunder,  shall  be  final  and  binding  on  all\n     Participants   and  optionholders.   The   Committee   shall\n     consider such factors as it deems relevant, in its sole  and\n     absolute    discretion,    to   making    such    decisions,\n     determinations   and   interpretations  including,   without\n     limitation, the recommendations or advice of any officer  or\n     other  employee  of  the  Corporation  and  such  attorneys,\n     consultants and accountants as it may select.\n     \n     The  interpretation and construction of any provision of the\n     Plan   by  the  Board  of  Directors  shall  be  final   and\n     conclusive.   The Board of Directors may periodically  adopt\n     rules  and regulations for carrying out the Plan, and  amend\n     the   Plan  as  desired,  without  further  action  by   the\n     Corporation's stockholders except to the extent required  by\n     applicable law.\n     \n12.  TIME OF GRANTING OPTIONS\n     \n     The effective date of such option shall be the date on which\n     the  grant  was made.  Within a reasonable time  thereafter,\n     Intel will deliver the option to the Participant.\n     \n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7875],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9548],"class_list":["post-38161","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intel-corp","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__msp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38161","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38161"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38161"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38161"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38161"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}