{"id":38725,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferral-plan-for-outside-directors-intel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferral-plan-for-outside-directors-intel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferral-plan-for-outside-directors-intel-corp.html","title":{"rendered":"Deferral Plan for Outside Directors &#8211; Intel Corp."},"content":{"rendered":"<pre>\n                                 INTEL CORPORATION\n                                          \n                                 DEFERRAL PLAN FOR\n                                 OUTSIDE DIRECTORS\n\nIntel Corporation (the 'Company') hereby establishes, effective July 1, 1998, a\nnonqualified deferred compensation plan for the benefit of Outside Directors of\nthe Company.  This plan shall be known as the Intel Corporation Deferral Plan\nfor Outside Directors (the 'Plan').\n\nARTICLE 1.     DEFERRED COMPENSATION ACCOUNT.\n\nSECTION 1.1    ESTABLISHMENT OF ACCOUNT.  The Company shall establish an account\n('Account') for each Participant which shall be utilized solely as a device to\nmeasure and determine the amount of deferred Director's Compensation to be paid\nunder the Plan.\n\nSECTION 1.2    PROPERTY OF COMPANY.  Any amounts so set aside for Benefits\npayable under the Plan are the property of the Company, except, and to the\nextent, of any assignment of such assets to an irrevocable trust.\n\nARTICLE 2.     DEFINITIONS, GENDER, AND NUMBER.\n\nSECTION 2.1    DEFINITIONS.  Whenever used in the Plan, the following words and\nphrases shall have the meanings set forth below unless the context plainly\nrequires a different meaning, and when a defined meaning is intended, the term\nis capitalized.\n\n     'BENEFICIARY' or 'BENEFICIARIES' means the individuals, trusts or other\n     entities designated by a Participant in writing pursuant to Section 7.2(d)\n     of the Plan as being entitled to receive any benefit payable under the Plan\n     by reason of the death of a Participant, or, in the absence of such\n     designation, the persons specified in Section 7.2(e) of the Plan.\n\n     'BENEFIT' means the amount credited to a Participant's Account pursuant to\n     such Participant's Deferred Compensation Agreement plus or minus the gains\n     or losses pursuant to Section 4.2.\n\n     'BOARD' means the Board of Directors of the Company as constituted at the\n     relevant time.\n\n     'CLOSING PRICE' means the closing price, or last reported sales price, as\n     the case may be of the Company's Common Stock on the NASDAQ Stock Market,\n\n                                       1.\n\n\n     or the primary national securities exchange on which the Common Stock is\n     traded as of the applicable date; provided, however, that if no closing\n     price is available for such date, 'Closing Price' means the closing price\n     or last reported sales price, as the case may be, of the Company's Common\n     Stock as of the next most recent date for which a price is available.\n\n     'CODE' means the Internal Revenue Code of 1986, as amended from time to\n     time and any successor statute.  References to a Code Section shall be\n     deemed to be to that section or to any successor to that section.\n\n     'COMMON STOCK' means the common stock of the Company.\n\n     'COMPANY' means Intel Corporation, a Delaware corporation.\n\n     'DEFERRED COMPENSATION AGREEMENT' means the agreement to participate and\n     defer compensation between Participants and the Company.\n\n     'DEFERRED COMPENSATION UNIT' means a unit equal in value to one share of\n     Common Stock and posted to a Participant's Account for the purpose of\n     measuring the benefits payable under the Plan.  The number of Deferred\n     Compensation Units in an Account or posted to an Account shall be rounded\n     to the nearest one-hundredth. In the event that shares of Common Stock\n     shall be changed into or exchanged for a different number or kind of shares\n     of stock or other securities of the Company or another corporation (whether\n     by reason of merger, consolidation, recapitalization, split-up, combination\n     of shares or otherwise), or if the number of shares of Common Stock shall\n     be increased through a stock split or the payment of a stock dividend, then\n     there shall be substituted for or added to each Deferred Compensation Unit\n     the number and kind of shares of stock or other securities into which each\n     outstanding share of Common Stock shall be so changed, or for which each\n     such share shall be exchanged, or to which each such share shall be\n     entitled, as the case may be.\n\n     'DIRECTOR' means an individual serving as a member of the Board of\n     Directors of the Company.\n\n     'DIRECTOR'S COMPENSATION' of a Director for any Plan Year means that\n     individual's total annual retainer, and any fees received for performance\n     of the Director's functions, including fees for attendance or participation\n     at meetings and for serving on a Board Committee or as a Committee or Board\n     Chair.  'Director's Compensation' shall not include expense reimbursements.\n\n     'EARLY BENEFIT DISTRIBUTION DATE' means a date specified by the Participant\n     and which is at least twenty-four (24) full calendar months after the date\n     the Participant's Deferred Compensation Agreement is received by the\n     Company.\n\n     'EFFECTIVE DATE' means the date on which this Plan became effective, i.e.,\n     July 1, 1998.\n\n                                      2.\n\n\n     'ENROLLMENT PERIOD' means the period of December 1 to December 31 prior to\n     the Plan Year to which a deferral election pursuant to a Deferred\n     Compensation Agreement applies.  However, for the first Plan Year, the\n     Enrollment Period shall be June 1 to June 30.  The Enrollment Period for\n     any newly elected Outside Director shall be any time within thirty (30)\n     days before or after the Director takes office.\n\n     'OUTSIDE DIRECTOR' means any Director who is not a common-law employee of\n     the Company or any of its subsidiaries.\n\n     'PARTICIPANT' means an Outside Director of the Company who has executed a\n     Deferred Compensation Agreement and who maintains an Account in the Plan.\n\n     'PLAN' means the 'Intel Corporation Deferral Plan for Outside Directors' as\n     set forth herein and as amended or restated from time to time.\n\n     'PLAN YEAR' means January 1 through December 31, except that the first Plan\n     Year shall be from July 1 through December 31, 1998.\n\n     A 'TERMINATION EVENT' shall be deemed to occur if a Participant ceases\n     being an Outside Director of the Company for any reason.\n\nSECTION 2.2.   GENDER AND NUMBER.  Except as otherwise indicated by context,\nmasculine terminology used herein also includes the feminine and neuter, and\nterms used in the singular may also include the plural.\n\nARTICLE 3.     PARTICIPATION.\n\nSECTION 3.1    ELIGIBILITY TO PARTICIPATE.  Each Outside Director of the Company\nmay participate in this Plan.\n\nSECTION 3.2    ELECTION TO PARTICIPATE.  Each Outside Director may become a\nParticipant in the Plan by electing to defer compensation in accordance with the\nterms of this Plan during an Enrollment Period.  An election to defer shall be\nin writing and shall be made by executing a Deferred Compensation Agreement. \nExcept for the amounts deferred in 1998 and except with respect to new Outside\nDirectors, all elections to defer amounts under this Plan shall be made pursuant\nto a Deferred Compensation Agreement executed and filed with the Company before\nthe year in which the amount deferred is earned.  All Deferred Compensation\nAgreements relating to the deferral of 1998 Director's Compensation shall be\nexecuted and filed with the Company no later than June 30 and shall relate to\ncompensation to be earned after the execution of the Deferred Compensation\nAgreement.  A deferral election made pursuant to a Deferred Compensation\nAgreement shall remain in effect until modified by the Participant.  No\nmodification shall be given effect with respect to a Plan Year to which the\nmodification is intended to apply unless that modification is made prior to the\nbeginning of that Plan Year.\n\n                                      3.\n\n\nSECTION 3.3    CESSATION OF PARTICIPATION.  Participation in the Plan shall\ncontinue until all of the Benefits to which the Participant is entitled have\nbeen paid in full.  \n\nARTICLE 4.     ENTRIES TO THE ACCOUNT\n\nSECTION 4.1    DEFERRALS.  The Company shall use Common Stock as a basis for\nmeasuring the performance of the Account under Section 4.2. \n\n     (a)  The Company shall post to the Account of such Participant a number of\nDeferred Compensation Units equivalent to the amount of Director's Compensation\nto be deferred as designated by the Participant's deferral election as specified\nin his or her Deferred Compensation Agreement in effect for the Plan Year; \n\n     (b)  Deferrals of Director's Compensation (and the corresponding number of\nDeferred Compensation Units) relating to quarterly retainers shall be posted as\nof the last day of the fiscal quarter in which the Director's Compensation was\nearned. Deferrals of Director's Compensation (and the corresponding number of\nDeferred Compensation Units) relating to all other forms of Director's\nCompensation shall be posted as of the last day of the month in which the\nDirector's Compensation was earned. \n\n     (c)  The number of Deferred Compensation Units posted to a Participant's\nAccount shall be calculated by dividing: (i) the dollar amount of Director's\nCompensation deferred by (ii) the Closing Price of the Company's Common Stock on\nthe last trading day before the Deferred Compensation Units are posted.\n\nSECTION 4.2    CREDITING RATE.  The Participant's Account will be valued as if\nhis or her Account were invested in shares of Common Stock equal to the number\nof Deferred Compensation Units posted to his or her Account.  The value of a\nParticipant's Account will vary with the value of the Company's Common Stock. \nThe Participant's Account will be credited, as of the applicable dividend\npayment date, with additional Deferred Compensation Units, of a value equal to\nthe per share dividend declared on the Company's Common Stock times the number\nof Deferred Compensation Units posted to the Participant's Account as of the\nrecord date with respect to the declaration of such dividend.  As of any date of\nvaluation, the value of a Participant's Account will be equal to the value (at\nthe Closing Price on such date) of the number of shares of Common Stock\nrepresented by the Deferred Compensation Units credited to the Account as of\nthat date.\n\nSECTION 4.3    DISTRIBUTIONS.  The Participant's Account shall be debited for\nthe amount of any distributions by dividing: (i) the dollar amount of the\ndistribution by (ii) the Closing Price of the Company's Common Stock on the last\ntrading day of the month with respect to which the distribution was made.\n\nARTICLE 5.     BENEFITS\n\n                                       4.\n\n\nSECTION 5.1    TIMING OF DISTRIBUTION.  The amounts credited to a Participant's\nAccount shall be paid (or payment shall commence) within a reasonable time after\nthe earlier of:  (i) the Early Benefit Distribution Date, if the Participant has\nmade a valid election for early distribution of Benefits pursuant to Section\n5.2, or (ii) a Termination Event.\n\nSECTION 5.2    EARLY BENEFIT DISTRIBUTION.  A Participant may elect an Early\nBenefit Distribution Date.  Such election shall be made on the Participant's\noriginal Deferred Compensation Agreement and shall specify the portion or amount\nof the Participant's Account to be distributed on such Early Benefit\nDistribution Date.  Any election of an Early Benefit Distribution Date shall be\nirrevocable, both as to the date of distribution and as to the amount of the\ndistribution.\n\n     (a)  No election of an Early Benefit Distribution Date shall be given\neffect unless such election specifies an Early Benefit Distribution Date which\nis at least twenty-four (24) full calendar months after the date the\nParticipant's Deferred Compensation Agreement is received by the Company.  With\nrespect to elections relating to Plan Years subsequent to the Plan Year to which\nthe original election relates, the Company will be deemed to have received the\nelection on December 31 of the prior year.\n\n     (b)  In the event a Participant elects an Early Benefit Distribution Date\nfor less than 100% of his or her Account (determined as of the Early Benefit\nDistribution Date), the balance of the Participant's Account remaining after the\nEarly Benefit Distribution Date (adjusted as provided in Article 4) shall be\ndistributed in accordance with Section 5.1 without regard to Section 5.1(i).\n\n     (c)  In the event a Participant has a Termination Event prior to his or her\nEarly Benefit Distribution Date, his or her election of an Early Benefit\nDistribution Date shall not be given effect and distribution of the\nParticipant's Account, shall be made in accordance with Section 5.1 without\nregard to Section 5.1(i).\n\nARTICLE 6.     VESTING\n\nSECTION 6.1    IMMEDIATE VESTING.  Participant deferrals are fully vested\nimmediately.\n\nARTICLE 7.     DISTRIBUTION OF BENEFITS\n\nSECTION 7.1    FORM OF BENEFIT.  Participants may elect on their Deferred\nCompensation Agreements one of the following forms of cash benefits:\n\n     (a)  annual installment payments over a five (5) year or a ten (10) year\nperiod;\n\n     (b)  a lump sum distribution.\n\nInstallment payments shall be available to a Participant only in the event the\nParticipant elects to receive a distribution on a Termination Event.  In the\nevent a Participant has failed to elect a form of distribution, or if no record\nof such election can be found, the Participant shall receive annual payments\nover a ten (10) year period.  Except for lump sum distributions, Benefit\npayments shall be a level annual amount for each calendar \n\n                                      5.\n\n\nyear, calculated using the balance in the Account at the beginning of the \ncalendar year (or, in the case of the first calendar year, on the Early \nBenefit Distribution Date or the date of the Termination Event) and dividing \nit by the total number of annual payments remaining in the entire payment \nperiod.  The benefit payment amount shall be adjusted at the beginning of \neach calendar year.  The Account shall continue to be credited during the \npayment period with gains and losses as provided in Section 4.2.\n\nSECTION 7.2    DEATH BENEFITS.\n\n     (a)  In the event a Participant dies after commencement of  payment of\nBenefits, the remaining benefit payments, if any, shall be paid to the\nParticipant's Beneficiary in the same manner such Benefits would have been paid\nif  the Participant had survived.\n\n     (b)  In the event a Participant dies prior to the time benefits commence,\nthe Participant's Benefit shall be paid to the Beneficiary in the form elected\nby the Participant.\n\n     (c)  Any Benefits which become payable under this Article 7 to the\nsurviving spouse of a Participant shall be paid in a manner which will qualify\nsuch Benefits for a marital deduction in the estate of a deceased Participant\nunder the terms of Section 2056 of the Code, and unless specifically directed by\na Participant to the contrary pursuant to an effective beneficiary designation,\nany portion of a Participant's Benefit payable to a surviving spouse which\nremains unpaid at the death of such spouse shall be paid to the spouse's estate.\n\n     (d)  Each Participant has the right to designate primary and contingent\nBeneficiaries for Benefits payable under the Plan.  A beneficiary designation by\na Participant shall be in writing on a form acceptable to the Company and shall\nonly be effective upon delivery to the Company.  A beneficiary designation may\nbe revoked by a Participant at any time by delivering to the Company either\nwritten notice of revocation or a new beneficiary designation form.  The\nbeneficiary designation form last delivered to the Company prior to the death of\na Participant shall control.\n\n     (e)  In the event there is no beneficiary designation on file with the\nCompany, or all Beneficiaries designated by a Participant have predeceased the\nParticipant, the benefits payable by reason of the death of the Participant\nshall be paid to the Participant's spouse, if living; if the Participant does\nnot leave a surviving spouse, to the Participant's issue by right of\nrepresentation; or, if there are no such issue then living, to the Participant's\nestate.  In the event there are Benefits remaining unpaid at the death of a sole\nBeneficiary and no successor Beneficiary has been designated, either by the\nParticipant or the Participant's spouse pursuant to Section 7.2(d), the\nremaining balance of such benefit shall be paid to the deceased Beneficiary's\nestate; or, if the deceased Beneficiary is one of multiple concurrent\nBeneficiaries, such remaining Benefits shall be paid proportionally to the\nsurviving Beneficiaries.\n\nARTICLE 8.     FUNDING\n\n                                      6.\n\n\nSECTION 8.1    SOURCES OF BENEFITS.  All benefits under the Plan shall be paid\nwhen due by the Company out of its assets or from an irrevocable trust\nestablished by the Company for that purpose.\n\nSECTION 8.2    NO CLAIM ON SPECIFIC ASSETS.  No Participant shall be deemed to\nhave, by virtue of being a Participant in the Plan, any claim on any specific\nassets of the Company such that the Participant would be subject to income\ntaxation on his benefits under the Plan prior to distribution and the rights of\nParticipants and Beneficiaries to benefits to which they are otherwise entitled\nunder the Plan shall be those of an unsecured general creditor of the Company.\n\nARTICLE 9.     ADMINISTRATION OF THE PLAN\n\nSECTION 9.1    ADMINISTRATION BY THE COMPANY.  The Company shall be responsible\nfor the general operation and administration of this Plan and for carrying out\nthe provisions thereof.\n\nSECTION 9.2    GENERAL POWERS OF ADMINISTRATION.  The Plan shall be administered\nby the Company, as determined by the Corporate Secretary or his designee or\ndelegatee.  The Company shall be entitled to rely conclusively upon all tables,\nvaluations, certificates, opinions and reports furnished by any actuary,\naccountant, controller, counsel or other person employed or engaged by the\nCompany with respect to this Plan.   Neither any Participant nor any Beneficiary\nshall have any legal or equitable interest in such assets or policies, or any\nother asset of the Company.\n\nSECTION 9.3    CLAIMS PROCEDURE.  The Company shall notify a Participant  in\nwriting within ninety (90) days of the Participant's written application for\nbenefits of his eligibility or non-eligibility for benefits under the Plan.  If\nthe Company determines that a Participant is not eligible for benefits or full\nbenefits, the notice shall set forth (i) the specific reasons for such denial,\n(ii) a specific reference to the provision of the Plan on which the denial is\nbased, (iii) description of any additional information or material necessary for\nthe claimant to perfect his claim, and a description of why it is needed, and an\nexplanation of the Plan's claims review procedure and other appropriate\ninformation as the steps to be taken if the Participant wishes to have his claim\nreviewed.  If the Company determines that there are special circumstances\nrequiring additional time to make a decision, the Committee shall notify the\nParticipant of the special circumstances and the date by which a decision is\nexpected to be made, and may extend the time for an additional 90-day period. \nIf a Participant is determined by the Company to be not eligible for benefits,\nor if the Participant believes that he is entitled to greater or different\nbenefits, he shall have the opportunity to have his claim reviewed  by the\nCompany by filing a petition for review with the Company within sixty (60) days\nafter receipt by him of the notice issued by the Committee.  Said petition shall\nstate the specific reasons the Participant believes he is entitled to benefits\nor greater or different benefits.  Within sixty (60) days after receipt by the\nCompany of said petition, the Company shall afford the Participant (and his\ncounsel, if any) an opportunity to present his position to the Company orally or\nin writing, and said Participant (or his counsel) shall have the right to review\nthe pertinent documents, and the Company shall \n\n                                      7.\n\n\nnotify the Participant of its decision in writing within said sixty (60) day \nperiod, stating specifically the basis of said decision written in a manner \ncalculated to be understood by the Participant and the specific provisions of \nthe Plan on which the decision is based.  If, because of the need for a \nhearing, the sixty (60) day period is not sufficient, the decision may be \ndeferred for up to another sixty (60) day period at the election of the \nCompany, but notice of this deferral shall be given to the Participant.\n\nARTICLE 10.    MISCELLANEOUS\n\nSECTION 10.1    BENEFITS INALIENABLE.  Except as provided in Section 7.2, the\nright of any Participant, any Beneficiary, or any other person to the payment of\nany Benefits under this Plan shall not be assigned, transferred, pledged or\nencumbered.\n\nSECTION 10.2    SUCCESSORS AND ASSIGNS.  This Plan shall be binding upon and\ninure to the benefit of the Company, its successors and assigns and the\nParticipant and his or her heirs, executors, administrators and legal\nrepresentatives.\n\nSECTION 10.3   COSTS OF ENFORCEMENT.  If the Company, the Participant, any\nBeneficiary, or a successor in interest to any of the foregoing, brings legal\naction to enforce any of the provisions of this Plan, the prevailing party in\nsuch legal action shall be reimbursed by the other party for the prevailing\nparty's costs of such legal action including, without limitation, reasonable\nfees of attorneys, accountants and similar advisors and expert witnesses.\n\nSECTION 10.4   DISPUTES. Any dispute or claim relating to or arising out of this\nPlan that cannot be resolved pursuant to the internal dispute resolution\nprocesses implemented by the Company with respect to the Plan shall be resolved\nin the following manner.  The Participant or Beneficiary, as the case may be, on\nthe one hand, and the senior management of the Company, on the other hand\n(collectively, the 'Parties'), shall meet to attempt to resolve such disputes. \nIf the disputes cannot be resolved by the Parties, either Party may make a\nwritten demand for formal dispute resolution and specify therein the scope of\nthe dispute.  Within thirty days after such written notification, the parties\nagree to meet for one day with an impartial mediator and consider dispute\nresolution alternatives other than litigation.  If an alternative method of\ndispute resolution is not agreed upon within thirty days after the one day\nmediation, either party may begin litigation proceedings.\n\nSECTION 10.5   GOVERNING LAW.  This Plan shall be construed in accordance with\nand governed by the laws of the State of Delaware, without reference to the\nprinciples of conflicts of law thereof, to the extent such construction is not\npre-empted by any applicable federal law.\n\nSECTION 10.6   ENTIRE AGREEMENT.  This Plan constitutes the entire understanding\nand agreement with respect to the subject matter contained herein, and there are\nno agreements, understandings, restrictions, representations or warranties among\nany Participant and the Company other than those set forth or provided for\nherein.\n\n                                      8.\n\n\nSECTION 10.7   AMENDMENT.\n\n     (a)  This Plan may be amended by Intel at any time in its sole discretion\nby resolution of its Board or any committee to which its Board has delegated\nsuch authority to amend; provided, however, any amendment which would alter the\nirrevocable nature of an election or which would reduce the amount credited to a\nParticipant's Account on the date of such amendment shall not be effective\nunless consented to in writing by the Participant or, if the Participant has\ndied or is incompetent, the Participant's Beneficiary or conservator.\n\n     (b)  Notwithstanding the foregoing paragraph or any other provision in this\nPlan to the contrary, the Company reserves the right to terminate the Plan in\nits entirety at any time upon fifteen (15) days notice to the Participant.  Any\namounts not distributed after payment in full of all Benefits hereunder shall\nrevert to the Company.\n\nARTICLE 11.    EXECUTION\n\nTo record the adoption of the Plan to read as set forth herein, the Company has\ncaused its authorized officer to execute the same this 22 day of January, 1998.\n\n\n                                        INTEL CORPORATION\n\n\n                                        By:  \/s\/ F. Thomas Dunlap, Jr.\n                                            ---------------------------------\n                                        As its:   Vice President, General\n                                                  Counsel and Secretary\n                                            ---------------------------------\n\n\n\n\n\n\n                                      9.\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":[9539,9542],"class_list":["post-38725","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38725","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=38725"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38725"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38725"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38725"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}