{"id":39776,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-incentive-plan-intel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-incentive-plan-intel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-incentive-plan-intel-corp.html","title":{"rendered":"Equity Incentive Plan &#8211; Intel Corp."},"content":{"rendered":"<p>INTEL CORPORATION <br \/>\n2006 EQUITY INCENTIVE PLAN <br \/>\nAS AMENDED AND RESTATED EFFECTIVE MAY 19, 2011 <br \/>\n1.    PURPOSE <br \/>\nThe purpose of this Intel Corporation 2006 Equity Incentive Plan (the &#8220;Plan&#8221;) is<br \/>\nto advance the interests of Intel Corporation, a Delaware corporation, and its<br \/>\nSubsidiaries (hereinafter collectively &#8220;Intel&#8221; or the &#8220;Corporation&#8221;), by<br \/>\nstimulating the efforts of employees who are selected to be participants on<br \/>\nbehalf of Intel, aligning the long-term interests of participants with those of<br \/>\nstockholders, heightening the desire of participants to continue in working<br \/>\ntoward and contributing to the success of Intel, assisting Intel in competing<br \/>\neffectively with other enterprises for the services of new employees necessary<br \/>\nfor the continued improvement of operations, and to attract, motivate and retain<br \/>\nthe best available individuals for service to the Corporation. This Plan permits<br \/>\nthe grant of stock options, stock appreciation rights, restricted stock and<br \/>\nrestricted stock units, each of which shall be subject to such conditions based<br \/>\nupon continued employment, passage of time or satisfaction of performance<br \/>\ncriteria as shall be specified pursuant to the Plan. <br \/>\n2.    DEFINITIONS <br \/>\n(a)  &#8220;Award&#8221; means a stock option, stock appreciation right, restricted stock or<br \/>\nrestricted stock unit granted to a Participant pursuant to the Plan. <br \/>\n(b)  &#8220;Board of Directors&#8221; means the Board of Directors of the Corporation. <br \/>\n(c)  &#8220;Code&#8221; shall mean the Internal Revenue Code of 1986, as such is amended from<br \/>\ntime to time, and any reference to a section of the Code shall include any<br \/>\nsuccessor provision of the Code. <br \/>\n(d)  &#8220;Committee&#8221; shall mean the committee appointed by the Board of Directors<br \/>\nfrom among its members to administer the Plan pursuant to Section  3. <br \/>\n(e)  &#8220;Exchange Act&#8221; shall mean the Securities Exchange Act of 1934, as amended<br \/>\nfrom time to time, and any reference to a section of the Exchange Act shall<br \/>\ninclude any successor provision of the Exchange Act. <br \/>\n(f)  &#8220;Outside Director&#8221; shall mean a member of the Board of Directors who is not<br \/>\notherwise an employee of the Corporation. <br \/>\n(g)  &#8220;Participants&#8221; shall mean those individuals to whom Awards have been granted<br \/>\nfrom time to time and any authorized transferee of such individuals. <br \/>\n(h)  &#8220;Performance Award&#8221; means an Award the grant, issuance, retention, vesting<br \/>\nand\/or settlement of which is subject to satisfaction of one or more of the<br \/>\nQualifying Performance Criteria specified in Section  10(b). <br \/>\n(i)  &#8220;Plan&#8221; means this Intel Corporation 2006 Equity Incentive Plan. <br \/>\n(j)  &#8220;Share&#8221; shall mean a share of common stock, $.001  par value, of the<br \/>\nCorporation or the number and kind of shares of stock or other securities which<br \/>\nshall be substituted or adjusted for such shares as provided in Section  11.<br \/>\n<br \/>\n(k)  &#8220;Subsidiary&#8221; means any corporation or entity in which Intel Corporation owns<br \/>\nor controls, directly or indirectly, fifty percent (50%) or more of the voting<br \/>\npower or economic interests of such corporation or entity. <br \/>\n3.    ADMINISTRATION <br \/>\n(a)  Composition of Committee. This Plan shall be administered by the Committee.<br \/>\nThe Committee shall consist of two or more Outside Directors who shall be<br \/>\nappointed by the Board of Directors. The Board of Directors shall fill vacancies<br \/>\non the Committee and may from time to time remove or add members of the<br \/>\nCommittee. The Board of Directors, in its sole discretion, may exercise any<br \/>\nauthority of the Committee under this Plan in lieu of the Committee153s exercise<br \/>\nthereof, and in such instances references herein to the Committee shall refer to<br \/>\nthe Board of Directors. <br \/>\n(b)  Delegation and Administration. The Committee may delegate to one or more<br \/>\nseparate committees (any such committee a &#8220;Subcommittee&#8221;) composed of one or<br \/>\nmore directors of the Corporation (who may but need not be members of the<br \/>\nCommittee) the ability to grant Awards and take the other actions described in<br \/>\nSection  3(c) with respect to Participants who are not executive officers, and<br \/>\nsuch actions shall be treated for all purposes as if taken by the Committee. The<br \/>\nCommittee may delegate to a Subcommittee of one or more officers of the<br \/>\nCorporation the ability to grant Awards and take the other actions described in<br \/>\nSection  3(c) with respect to Participants (other than any such officers<br \/>\nthemselves) who are not directors or executive officers, provided however that<br \/>\nthe resolution so authorizing such officer(s) shall specify the total number of<br \/>\nrights or options such Subcommittee may so award, and such actions shall be<br \/>\ntreated for all purposes as if taken by the Committee. Any action by any such<br \/>\nSubcommittee within the scope of such delegation shall be deemed for all<br \/>\npurposes to have been taken by the Committee, and references in this Plan to the<br \/>\nCommittee shall include any such Subcommittee. The Committee may delegate the<br \/>\nday to day administration of the Plan to an officer or officers of the<br \/>\nCorporation or one or more agents, and such administrator(s) may have the<br \/>\nauthority to execute and distribute agreements or other documents evidencing or<br \/>\nrelating to Awards granted by the Committee under this Plan, to maintain records<br \/>\nrelating to the grant, vesting, exercise, forfeiture or expiration of Awards, to<br \/>\nprocess or oversee the issuance of Shares upon the exercise, vesting and\/or<br \/>\nsettlement of an Award, to interpret the terms of Awards and to take such other<br \/>\nactions as the Committee may specify. Any action by any such administrator<br \/>\nwithin the scope of its delegation shall be deemed for all purposes to have been<br \/>\ntaken by the Committee and references in this Plan to the Committee shall<br \/>\ninclude any such administrator, provided that the actions and interpretations of<br \/>\nany such administrator shall be subject to review and approval, disapproval or<br \/>\nmodification by the Committee. <br \/>\n(c)  Powers of the Committee. Subject to the express provisions and limitations<br \/>\nset forth in this Plan, the Committee shall be authorized and empowered to do<br \/>\nall things necessary or desirable, in its sole discretion, in connection with<br \/>\nthe administration of this Plan, including, without limitation, the following:<br \/>\n<br \/>\n(i)  to prescribe, amend and rescind rules and regulations relating to this Plan<br \/>\nand to define terms not otherwise defined herein; <br \/>\n(ii)  to determine which persons are eligible to be Participants, to which of<br \/>\nsuch persons, if any, Awards shall be granted hereunder and the timing of any<br \/>\nsuch Awards, and to grant Awards; <br \/>\n(iii)  to grant Awards to Participants and determine the terms and conditions<br \/>\nthereof, including the number of Shares subject to Awards and the exercise or<br \/>\npurchase price of such Shares and the circumstances under which Awards become<br \/>\nexercisable or vested or are forfeited or expire, which terms may but need not<br \/>\nbe conditioned upon the passage of time, continued employment, the satisfaction<br \/>\nof performance criteria, the occurrence of certain events, or other factors;<br \/>\n<br \/>\n(iv)  to establish or verify the extent of satisfaction of any performance goals<br \/>\nor other conditions applicable to the grant, issuance, exercisability, vesting<br \/>\nand\/or ability to retain any Award; <br \/>\n(v)  to prescribe and amend the terms of the agreements or other documents<br \/>\nevidencing Awards made under this Plan (which need not be identical); <br \/>\n(vi)  to determine whether, and the extent to which, adjustments are required<br \/>\npursuant to Section  11; <br \/>\n(vii)  to interpret and construe this Plan, any rules and regulations under this<br \/>\nPlan and the terms and conditions of any Award granted hereunder, and to make<br \/>\nexceptions to any such provisions in good faith and for the benefit of the<br \/>\nCorporation;  and <br \/>\n(viii)  to make all other determinations deemed necessary or advisable for the<br \/>\nadministration of this Plan. <br \/>\n(d)  Effect of Change in Status. The Committee shall have the discretion to<br \/>\ndetermine the effect upon an Award and upon an individual153s status as an<br \/>\nemployee under the Plan (including whether a Participant shall be deemed to have<br \/>\nexperienced a termination of employment or other change in status) and upon the<br \/>\nvesting, expiration or forfeiture of an Award in the case of (i)  any individual<br \/>\nwho is employed by an entity that ceases to be a Subsidiary of the Corporation,<br \/>\n(ii)  any leave of absence approved by the Corporation or a Subsidiary, (iii)  any<br \/>\ntransfer between locations of employment with the Corporation or a Subsidiary or<br \/>\nbetween the Corporation and any Subsidiary or between any Subsidiaries, (iv)  any<br \/>\nchange in the Participant153s status from an employee to a consultant or member of<br \/>\nthe Board of Directors, or vice versa, and (v)  at the request of the Corporation<br \/>\nor a Subsidiary, any employee who becomes employed by any partnership, joint<br \/>\nventure, corporation or other entity not meeting the requirements of a<br \/>\nSubsidiary. <br \/>\n(e)  Determinations of the Committee. All decisions, determinations and<br \/>\ninterpretations by the Committee regarding this Plan shall be final and binding<br \/>\non all Participants or other persons claiming rights under the Plan or any<br \/>\nAward. The Committee shall consider such factors as it deems relevant to making<br \/>\nsuch decisions, determinations and interpretations including, without<br \/>\nlimitation, the recommendations or advice of any director, officer or employee<br \/>\nof the Corporation and such attorneys, consultants and accountants as it may<br \/>\nselect. A Participant or other holder of an Award may contest a decision or<br \/>\naction by the Committee with respect to such person or Award only on the grounds<br \/>\nthat such decision or action was arbitrary or capricious or was unlawful, and<br \/>\nany review of such decision or action shall be limited to determining whether<br \/>\nthe Committee153s decision or action was arbitrary or capricious or was unlawful.<br \/>\n<br \/>\n4.    PARTICIPANTS <br \/>\nAwards under the Plan may be granted to any person who is an employee or Outside<br \/>\nDirector of the Corporation. Outside Directors may be granted Awards only<br \/>\npursuant to Section  9 of the Plan. The status of the Chairman of the Board of<br \/>\nDirectors as an employee or Outside Director shall be determined by the<br \/>\nCommittee. Any person designated by the Corporation as an independent contractor<br \/>\nshall not be treated as an employee and shall not be eligible for Awards under<br \/>\nthe Plan. <br \/>\n5.    EFFECTIVE DATE AND EXPIRATION OF PLAN <br \/>\n(a)  Effective Date. This Plan was approved by the Board of Directors on<br \/>\nFebruary  23, 2006 and became effective on May  17, 2006. <br \/>\n(b)  Expiration Date. The Plan shall remain available for the grant of Awards<br \/>\nuntil June  30, 2014 or such earlier date as the Board of Directors may<br \/>\ndetermine. The expiration of the Committee153s authority to grant Awards under the<br \/>\nPlan will not affect the operation of the terms of the Plan or the Corporation153s<br \/>\nand Participants153 rights and obligations with respect to Awards granted on or<br \/>\nprior to the expiration date of the Plan. <br \/>\n6.    SHARES SUBJECT TO THE PLAN <br \/>\n(a)  Aggregate Limits. Subject to adjustment as provided in Section  11, the<br \/>\naggregate number of Shares authorized for issuance as Awards under the Plan is<br \/>\n596,000,000, of which no more than an aggregate of 394,000,000 Shares may be<br \/>\nissued as restricted stock or restricted stock units and no more than an<br \/>\naggregate of 202,000,000 Shares shall be available for issuance as stock options<br \/>\nunder any program providing for stock option grants that vest in full in five or<br \/>\nmore years and that have a maximum term of ten years. The Shares subject to the<br \/>\nPlan may be either Shares reacquired by the Corporation, including Shares<br \/>\npurchased in the open market, or authorized but unissued Shares. Any Shares<br \/>\nsubject to an Award which for any reason expires or terminates unexercised or is<br \/>\nnot earned in full may again be made subject to an Award under the Plan.<br \/>\nNotwithstanding the preceding sentence, the following Shares may not again be<br \/>\nmade available for issuance as Awards under the Plan: (i)  Shares not issued or<br \/>\ndelivered as a result of the net settlement of an outstanding Stock Appreciation<br \/>\nRight, (ii)  Shares used to pay the exercise price or withholding taxes related<br \/>\nto an outstanding Award, or (iii)  Shares repurchased on the open market with the<br \/>\nproceeds of the option exercise price. <br \/>\n(b)  Tax Code Limits. The aggregate number of Shares subject to stock options or<br \/>\nstock appreciation rights granted under this Plan during any calendar year to<br \/>\nany one Participant shall not exceed 3,000,000. The aggregate number of Shares<br \/>\nsubject to restricted stock or restricted stock unit Awards granted under this<br \/>\nPlan during any calendar year to any one Participant shall not exceed 2,000,000.<br \/>\nNotwithstanding anything to the contrary in this Plan, the foregoing limitations<br \/>\nshall be subject to adjustment under Section  11, but only to the extent that<br \/>\nsuch adjustment will not affect the status of any Award intended to qualify as<br \/>\n&#8220;performance-based compensation&#8221; under Section  162(m) of the Code. The aggregate<br \/>\nnumber of Shares issued pursuant to incentive stock options granted under the<br \/>\nPlan shall not exceed 596,000,000, which limitation shall be subject to<br \/>\nadjustment under Section  11 only to the extent that such adjustment is<br \/>\nconsistent with adjustments permitted of a plan authorizing incentive stock<br \/>\noptions under Section  422 of the Code. <br \/>\n7. PLAN AWARDS <br \/>\n(a)  Award Types. The Committee, on behalf of the Corporation, is authorized<br \/>\nunder this Plan to grant, award and enter into the following arrangements or<br \/>\nbenefits under the Plan provided that their terms and conditions are not<br \/>\ninconsistent with the provisions of the Plan: stock options, stock appreciation<br \/>\nrights, restricted stock and restricted stock units. Such arrangements and<br \/>\nbenefits are sometimes referred to herein as &#8220;Awards.&#8221; The Committee, in its<br \/>\ndiscretion, may determine that any Award granted hereunder shall be a<br \/>\nPerformance Award. <br \/>\n(i)  Stock Options. A &#8220;Stock Option&#8221; is a right to purchase a number of Shares at<br \/>\nsuch exercise price, at such times, and on such other terms and conditions as<br \/>\nare specified in or determined pursuant to the document(s) evidencing the Award<br \/>\n(the &#8220;Option Agreement&#8221;). The Committee may grant Stock Options intended to be<br \/>\neligible to qualify as incentive stock options (&#8220;ISOs&#8221;) pursuant to Section  422<br \/>\nof the Code and Stock Options that are not intended to qualify as ISOs<br \/>\n(&#8220;Non-qualified Stock Options&#8221;), as it, in its sole discretion, shall determine.<br \/>\n<br \/>\n(ii)  Stock Appreciation Rights. A &#8220;Stock Appreciation Right&#8221; or &#8220;SAR&#8221; is a right<br \/>\nto receive, in cash or stock (as determined by the Committee), value with<br \/>\nrespect to a specific number of Shares equal to or otherwise based on the excess<br \/>\nof (i)  the market value of a Share at the time of exercise over (ii)  the<br \/>\nexercise price of the right, subject to such terms and conditions as are<br \/>\nexpressed in the document(s) evidencing the Award (the &#8220;SAR Agreement&#8221;). <br \/>\n(iii)  Restricted Stock. A &#8220;Restricted Stock&#8221; Award is an award of Shares, the<br \/>\ngrant, issuance, retention and\/or vesting of which is subject to such conditions<br \/>\nas are expressed in the document(s) evidencing the Award (the &#8220;Restricted Stock<br \/>\nAgreement&#8221;). <br \/>\n(iv)  Restricted Stock Unit. A &#8220;Restricted Stock Unit&#8221; Award is an award of a<br \/>\nright to receive, in cash or stock (as determined by the Committee) the market<br \/>\nvalue of one Share, the grant, issuance, retention and\/or vesting of which is<br \/>\nsubject to such conditions as are expressed in the document(s) evidencing the<br \/>\nAward (the &#8220;Restricted Stock Unit Agreement&#8221;). <br \/>\n(b)  Grants of Awards. An Award may consist of one of the foregoing arrangements<br \/>\nor benefits or two or more of them in tandem or in the alternative. <br \/>\n8.    EMPLOYEE PARTICIPANT AWARDS <br \/>\n(a)  Grant, Terms and Conditions of Stock Options and SARs <br \/>\nThe Committee may grant Stock Options or SARs at any time and from time to time<br \/>\nprior to the expiration of the Plan to eligible employee Participants selected<br \/>\nby the Committee. No Participant shall have any rights as a stockholder with<br \/>\nrespect to any Shares subject to Stock Options or SARs hereunder until said<br \/>\nShares have been issued. Each Stock Option or SAR shall be evidenced only by<br \/>\nsuch agreements, notices and\/or terms or conditions documented in such form<br \/>\n(including by electronic communications) as may be approved by the Committee.<br \/>\nEach Stock Option grant will expressly identify the Stock Option as an ISO or as<br \/>\na Non-qualified Stock Option. Stock Options or SARs granted pursuant to the Plan<br \/>\nneed not be identical but each must contain or be subject to the following terms<br \/>\nand conditions: <br \/>\n(i)  Price. The purchase price (also referred to as the exercise price) under<br \/>\neach Stock Option or SAR granted hereunder shall be established by the<br \/>\nCommittee. The purchase price per Share shall not be less than 100% of the<br \/>\nmarket value of a Share on the date of grant. For purposes of the Plan, &#8220;market<br \/>\nvalue&#8221; shall mean the average of the high and low sales prices of the<br \/>\nCorporation153s common stock. The exercise price of a Stock Option shall be paid<br \/>\nin cash or in such other form if and to the extent permitted by the Committee,<br \/>\nincluding without limitation by delivery of already owned Shares, withholding<br \/>\n(either actually or by attestation) of Shares otherwise issuable under such<br \/>\nStock Option and\/or by payment under a broker-assisted sale and remittance<br \/>\nprogram acceptable to the Committee. <br \/>\n(ii)  No Repricing. Other than in connection with a change in the Corporation153s<br \/>\ncapitalization or other transaction as described in Section  11(a)  through (d) of<br \/>\nthe Plan, at any time when the purchase price of a Stock Option or SAR is above<br \/>\nthe market value of a Share, the Corporation shall not, without stockholder<br \/>\napproval, reduce the purchase price of such Stock Option or SAR and shall not<br \/>\nexchange such Stock Option or SAR for a new Award with a lower (or no) purchase<br \/>\nprice or for cash. <br \/>\n(iii)  No Reload Grants. Stock Options shall not be granted under the Plan in<br \/>\nconsideration for and shall not be conditioned upon the delivery of Shares to<br \/>\nthe Corporation in payment of the exercise price and\/or tax withholding<br \/>\nobligation under any other employee stock option. <br \/>\n(iv)  Duration, Exercise and Termination of Stock Options and SARs. Each Stock<br \/>\nOption or SAR shall be exercisable at such time and in such installments during<br \/>\nthe period prior to the expiration of the Stock Option or SAR as determined by<br \/>\nthe Committee. The Committee shall have the right to make the timing of the<br \/>\nability to exercise any Stock Option or SAR subject to continued employment, the<br \/>\npassage of time and\/or such performance requirements as deemed appropriate by<br \/>\nthe Committee. At any time after the grant of a Stock Option, the Committee may<br \/>\nreduce or eliminate any restrictions on the Participant153s right to exercise all<br \/>\nor part of the Stock Option, except that no Stock Option shall first become<br \/>\nexercisable within one (1)  year from its date of grant, other than upon the<br \/>\ndeath, disability or retirement of the person to whom the Stock Option was<br \/>\ngranted, in each case as specified in the Option Agreement. <br \/>\nEach Stock Option or SAR that vests in full in less than five (5)  years<br \/>\n(standard grants) must expire within a period of not more than seven (7)  years<br \/>\nfrom the grant date and each Stock Option or SAR that vests in full in five<br \/>\n(5)  or more years (long-term retention grants) must expire within a period of<br \/>\nnot more than ten (10)  years from the grant date. In each case, the Option<br \/>\nAgreement or SAR Agreement may provide for expiration prior to the end of the<br \/>\nstated term of the Award in the event of the termination of employment or<br \/>\nservice of the Participant to whom it was granted. <br \/>\n(v)  Suspension or Termination of Stock Options and SARs. If at any time<br \/>\n(including after a notice of exercise has been delivered) the Committee,<br \/>\nincluding any Subcommittee or administrator authorized pursuant to Section  3(b)<br \/>\n(any such person, an &#8220;Authorized Officer&#8221;), reasonably believes that a<br \/>\nParticipant, other than an Outside Director, has committed an act of misconduct<br \/>\nas described in this Section, the Authorized Officer may suspend the<br \/>\nParticipant153s right to exercise any Stock Option or SAR pending a determination<br \/>\nof whether an act of misconduct has been committed. If the Committee or an<br \/>\nAuthorized Officer determines a Participant, other than an Outside Director, has<br \/>\ncommitted an act of embezzlement, fraud, dishonesty, nonpayment of any<br \/>\nobligation owed to Intel, breach of fiduciary duty or deliberate disregard of<br \/>\nCorporation rules resulting in loss, damage or injury to the Corporation, or if<br \/>\na Participant makes an unauthorized disclosure of any Corporation trade secret<br \/>\nor confidential information, engages in any conduct constituting unfair<br \/>\ncompetition, induces any customer to breach a contract with the Corporation or<br \/>\ninduces any principal for whom Intel acts as agent to terminate such agency<br \/>\nrelationship, neither the Participant nor his or her estate shall be entitled to<br \/>\nexercise any Stock Option or SAR whatsoever. In addition, for any Participant<br \/>\nwho is designated as an &#8220;executive officer&#8221; by the Board of Directors, if the<br \/>\nCommittee determines that the Participant engaged in an act of embezzlement,<br \/>\nfraud or breach of fiduciary duty during the Participant153s employment that<br \/>\ncontributed to an obligation to restate the Corporation153s financial statements<br \/>\n(&#8220;Contributing Misconduct&#8221;), the Participant shall be required to repay to the<br \/>\nCorporation, in cash and upon demand, the Option Proceeds (as defined below)<br \/>\nresulting from any sale or other disposition (including to the Corporation) of<br \/>\nShares issued or issuable upon exercise of a Stock Option or SAR if the sale or<br \/>\ndisposition was effected during the twelve-month period following the first<br \/>\npublic issuance or filing with the SEC of the financial statements required to<br \/>\nbe restated. The term &#8220;Option Proceeds&#8221; means, with respect to any sale or other<br \/>\ndisposition (including to the Corporation) of Shares issuable or issued upon<br \/>\nexercise of a Stock Option or SAR, an amount determined appropriate by the<br \/>\nCommittee to reflect the effect of the restatement on the Corporation153s stock<br \/>\nprice, up to the amount equal to the number of Shares sold or disposed of<br \/>\nmultiplied by the difference between the market value per Share at the time of<br \/>\nsuch sale or disposition and the exercise price. The return of Option Proceeds<br \/>\nis in addition to and separate from any other relief available to the<br \/>\nCorporation due to the executive officer153s Contributing Misconduct. Any<br \/>\ndetermination by the Committee or an Authorized Officer with respect to the<br \/>\nforegoing shall be final, conclusive and binding on all interested parties. For<br \/>\nany Participant who is an executive officer, the determination of the Committee<br \/>\nor of the Authorized Officer shall be subject to the approval of the Board of<br \/>\nDirectors. <br \/>\n(vi)  Conditions and Restrictions Upon Securities Subject to Stock Options or<br \/>\nSARs. Subject to the express provisions of the Plan, the Committee may provide<br \/>\nthat the Shares issued upon exercise of a Stock Option or SAR shall be subject<br \/>\nto such further conditions or agreements as the Committee in its discretion may<br \/>\nspecify prior to the exercise of such Stock Option or SAR, including, without<br \/>\nlimitation, conditions on vesting or transferability, forfeiture or repurchase<br \/>\nprovisions. The obligation to make payments with respect to SARs may be<br \/>\nsatisfied through cash payments or the delivery of Shares, or a combination<br \/>\nthereof as the Committee shall determine. The Committee may establish rules for<br \/>\nthe deferred delivery of Common Stock upon exercise of a Stock Option or SAR<br \/>\nwith the deferral evidenced by use of Restricted Stock Units equal in number to<br \/>\nthe number of Shares whose delivery is so deferred. <br \/>\n(vii)  Other Terms and Conditions. Stock Options and SARs may also contain such<br \/>\nother provisions, which shall not be inconsistent with any of the foregoing<br \/>\nterms, as the Committee shall deem appropriate. <br \/>\n(viii)  ISOs. Stock Options intending to qualify as ISOs may only be granted to<br \/>\nemployees of the Corporation within the meaning of the Code, as determined by<br \/>\nthe Committee. No ISO shall be granted to any person if immediately after the<br \/>\ngrant of such Award, such person would own stock, including stock subject to<br \/>\noutstanding Awards held by him or her under the Plan or any other plan<br \/>\nestablished by the Corporation, amounting to more than ten percent (10%) of the<br \/>\ntotal combined voting power or value of all classes of stock of the Corporation.<br \/>\nTo the extent that the Option Agreement specifies that a Stock Option is<br \/>\nintended to be treated as an ISO, the Stock Option is intended to qualify to the<br \/>\ngreatest extent possible as an &#8220;incentive stock option&#8221; within the meaning of<br \/>\nSection  422 of the Code, and shall be so construed; provided, however, that any<br \/>\nsuch designation shall not be interpreted as a representation, guarantee or<br \/>\nother undertaking on the part of the Corporation that the Stock Option is or<br \/>\nwill be determined to qualify as an ISO. If and to the extent that any Shares<br \/>\nare issued under a portion of any Stock Option that exceeds the $100,000<br \/>\nlimitation of Section  422 of the Code, such Shares shall not be treated as<br \/>\nissued under an ISO notwithstanding any designation otherwise. Certain<br \/>\ndecisions, amendments, interpretations and actions by the Committee and certain<br \/>\nactions by a Participant may cause a Stock Option to cease to qualify as an ISO<br \/>\npursuant to the Code and by accepting a Stock Option the Participant agrees in<br \/>\nadvance to such disqualifying action. <br \/>\n(b)  Grant, Terms and Conditions of Restricted Stock and Restricted Stock Units<br \/>\n<br \/>\nThe Committee may grant Restricted Stock or Restricted Stock Units at any time<br \/>\nand from time to time prior to the expiration of the Plan to eligible employee<br \/>\nParticipants selected by the Committee. A Participant shall have rights as a<br \/>\nstockholder with respect to any Shares subject to a Restricted Stock Award<br \/>\nhereunder only to the extent specified in this Plan or the Restricted Stock<br \/>\nAgreement evidencing such Award. Awards of Restricted Stock or Restricted Stock<br \/>\nUnits shall be evidenced only by such agreements, notices and\/or terms or<br \/>\nconditions documented in such form (including by electronic communications) as<br \/>\nmay be approved by the Committee. Awards of Restricted Stock or Restricted Stock<br \/>\nUnits granted pursuant to the Plan need not be identical but each must contain<br \/>\nor be subject to the following terms and conditions: <br \/>\n(i)  Terms and Conditions. Each Restricted Stock Agreement and each Restricted<br \/>\nStock Unit Agreement shall contain provisions regarding (a)  the number of Shares<br \/>\nsubject to such Award or a formula for determining such, (b)  the purchase price<br \/>\nof the Shares, if any, and the means of payment for the Shares, (c)  the<br \/>\nperformance criteria, if any, and level of achievement versus these criteria<br \/>\nthat shall determine the number of Shares granted, issued, retainable and\/or<br \/>\nvested, (d)  such terms and conditions on the grant, issuance, vesting and\/or<br \/>\nforfeiture of the Shares as may be determined from time to time by the<br \/>\nCommittee, (e)  restrictions on the transferability of the Shares and (f)  such<br \/>\nfurther terms and conditions as may be determined from time to time by the<br \/>\nCommittee, in each case not inconsistent with this Plan. <br \/>\n(ii)  Sale Price. Subject to the requirements of applicable law, the Committee<br \/>\nshall determine the price, if any, at which Shares of Restricted Stock or<br \/>\nRestricted Stock Units shall be sold or awarded to a Participant, which may vary<br \/>\nfrom time to time and among Participants and which may be below the market value<br \/>\nof such Shares at the date of grant or issuance. <br \/>\n(iii)  Share Vesting. The grant, issuance, retention and\/or vesting of Shares<br \/>\nunder Restricted Stock or Restricted Stock Unit Awards shall be at such time and<br \/>\nin such installments as determined by the Committee or under criteria<br \/>\nestablished by the Committee. The Committee shall have the right to make the<br \/>\ntiming of the grant and\/or the issuance, ability to retain and\/or vesting of<br \/>\nShares under Restricted Stock or Restricted Stock Unit Awards subject to<br \/>\ncontinued employment, passage of time and\/or such performance criteria and level<br \/>\nof achievement versus these criteria as deemed appropriate by the Committee,<br \/>\nwhich criteria may be based on financial performance and\/or personal performance<br \/>\nevaluations. Up to 480,000 Shares shall be available for issuance to employee<br \/>\nParticipants as Awards having no minimum vesting period. No condition that is<br \/>\nbased on performance criteria and level of achievement versus such criteria<br \/>\nshall be based on performance over a period of less than one year, and no<br \/>\ncondition that is based upon continued employment or the passage of time shall<br \/>\nprovide for vesting in full of a Restricted Stock or Restricted Stock Unit Award<br \/>\nin less than pro rata installments over three years from the date the Award is<br \/>\nmade, other than with respect to such Awards that are issued upon exercise or<br \/>\nsettlement of Stock Options or SARs or upon the death, disability or retirement<br \/>\nof the Participant, in each case as specified in the agreement evidencing such<br \/>\nAward. Notwithstanding anything to the contrary herein, the performance criteria<br \/>\nfor any Restricted Stock or Restricted Stock Unit that is intended to satisfy<br \/>\nthe requirements for &#8220;performance-based compensation&#8221; under Section  162(m) of<br \/>\nthe Code shall be a measure based on one or more Qualifying Performance Criteria<br \/>\nselected by the Committee and specified at the time the Restricted Stock Award<br \/>\nis granted. <br \/>\n(iv)  Termination of Employment. The Restricted Stock or Restricted Stock Unit<br \/>\nAgreement may provide for the forfeiture or cancellation of the Restricted Stock<br \/>\nor Restricted Stock Unit Award, in whole or in part, in the event of the<br \/>\ntermination of employment or service of the Participant to whom it was granted.<br \/>\n<br \/>\n(v)  Restricted Stock Units. Except to the extent this Plan or the Committee<br \/>\nspecifies otherwise, Restricted Stock Units represent an unfunded and unsecured<br \/>\nobligation of the Corporation and do not confer any of the rights of a<br \/>\nstockholder until Shares are issued thereunder. Settlement of Restricted Stock<br \/>\nUnits upon expiration of the deferral or vesting period shall be made in Shares<br \/>\nor otherwise as determined by the Committee. Dividends or dividend equivalent<br \/>\nrights shall be payable in cash or in additional shares with respect to<br \/>\nRestricted Stock Units only to the extent specifically provided for by the<br \/>\nCommittee. Until a Restricted Stock Unit is settled, the number of Shares<br \/>\nrepresented by a Restricted Stock Unit shall be subject to adjustment pursuant<br \/>\nto Section  11. Any Restricted Stock Units that are settled after the<br \/>\nParticipant153s death shall be distributed to the Participant153s designated<br \/>\nbeneficiary(ies) or, if none was designated, the Participant153s estate. <br \/>\n(vi)  Suspension or Termination of Restricted Stock and Restricted Stock Units.<br \/>\nIf at any time the Committee, including any Subcommittee or administrator<br \/>\nauthorized pursuant to Section  3(b) (any such person, an &#8220;Authorized Officer&#8221;),<br \/>\nreasonably believes that a Participant, other than an Outside Director, has<br \/>\ncommitted an act of misconduct as described in this Section, the Authorized<br \/>\nOfficer may suspend the vesting of Shares under the Participant153s Restricted<br \/>\nStock or Restricted Stock Unit Awards pending a determination of whether an act<br \/>\nof misconduct has been committed. If the Committee or an Authorized Officer<br \/>\ndetermines a Participant, other than an Outside Director, has committed an act<br \/>\nof embezzlement, fraud, dishonesty, nonpayment of any obligation owed to Intel,<br \/>\nbreach of fiduciary duty or deliberate disregard of Corporation rules resulting<br \/>\nin loss, damage or injury to the Corporation, or if a Participant makes an<br \/>\nunauthorized disclosure of any Corporation trade secret or confidential<br \/>\ninformation, engages in any conduct constituting unfair competition, induces any<br \/>\ncustomer to breach a contract with the Corporation or induces any principal for<br \/>\nwhom Intel acts as agent to terminate such agency relationship, the<br \/>\nParticipant153s Restricted Stock or Restricted Stock Unit Agreement shall be<br \/>\nforfeited and cancelled. In addition, for any Participant who is designated as<br \/>\nan &#8220;executive officer&#8221; by the Board of Directors, if the Committee determines<br \/>\nthat the Participant engaged in an act of embezzlement, fraud or breach of<br \/>\nfiduciary duty during the Participant153s employment that contributed to an<br \/>\nobligation to restate the Corporation153s financial statements (&#8220;Contributing<br \/>\nMisconduct&#8221;), the Participant shall be required to repay to the Corporation, in<br \/>\ncash and upon demand, the Restricted Stock Proceeds (as defined below) resulting<br \/>\nfrom any sale or other disposition (including to the Corporation) of Shares<br \/>\nissued or issuable upon the vesting of Restricted Stock or a Restricted Stock<br \/>\nUnit if the sale or disposition was effected during the twelve-month period<br \/>\nfollowing the first public issuance or filing with the SEC of the financial<br \/>\nstatements required to be restated. The term &#8220;Restricted Stock Proceeds&#8221; means,<br \/>\nwith respect to any sale or other disposition (including to the Corporation) of<br \/>\nShares issued or issuable upon vesting of Restricted Stock or a Restricted Stock<br \/>\nUnit, an amount determined appropriate by the Committee to reflect the effect of<br \/>\nthe restatement on the Corporation153s stock price, up to the amount equal to the<br \/>\nmarket value per Share at the time of such sale or other disposition multiplied<br \/>\nby the number of Shares or units sold or disposed of. The return of Restricted<br \/>\nStock Proceeds is in addition to and separate from any other relief available to<br \/>\nthe Corporation due to the executive officer153s Contributing Misconduct. Any<br \/>\ndetermination by the Committee or an Authorized Officer with respect to the<br \/>\nforegoing shall be final, conclusive and binding on all interested parties. For<br \/>\nany Participant who is an executive officer, the determination of the Committee<br \/>\nor of the Authorized Officer shall be subject to the approval of the Board of<br \/>\nDirectors. <br \/>\n9.    OUTSIDE DIRECTOR AWARDS <br \/>\nEach Outside Director may be granted up to 100,000 Shares underlying Awards<br \/>\n(each an &#8220;Outside Director Award&#8221;) each fiscal year, as determined by the Board<br \/>\nof Directors. Notwithstanding anything to the contrary in this Plan, the<br \/>\nforegoing limitation shall be subject to adjustment under Section  11. The number<br \/>\nof Shares subject to each Outside Director Award, or the formula pursuant to<br \/>\nwhich such number shall be determined, the type or types of Awards included in<br \/>\nthe Outside Director Awards, the date of grant and the vesting, expiration and<br \/>\nother terms applicable to such Outside Director Awards shall be specified from<br \/>\ntime to time by the Board of Directors, subject to the terms of this Plan,<br \/>\nincluding the terms specified in Section  8. If the Board of Directors reasonably<br \/>\nbelieves that an Outside Director has committed an act of misconduct as<br \/>\nspecified in Section  8(a)(v) or 8(b)(vi), the Board of Directors may suspend the<br \/>\nOutside Director153s right to exercise any Stock Option or SAR and\/or the vesting<br \/>\nof any Restricted Stock or Restricted Stock Unit Award pending a determination<br \/>\nof whether an act of misconduct has been committed. If the Board of Directors<br \/>\ndetermines that an Outside Director has committed an act of misconduct, neither<br \/>\nthe Outside Director nor his or her estate shall be entitled to exercise any<br \/>\nStock Option or SAR whatsoever and shall forfeit any unvested Restricted Stock<br \/>\nor Restricted Stock Unit Award. <br \/>\n10.   OTHER PROVISIONS APPLICABLE TO AWARDS <br \/>\n(a)  Transferability. Unless the agreement or other document evidencing an Award<br \/>\n(or an amendment thereto authorized by the Committee) expressly states that the<br \/>\nAward is transferable as provided hereunder, no Award granted under this Plan,<br \/>\nnor any interest in such Award, may be sold, assigned, conveyed, gifted,<br \/>\npledged, hypothecated or otherwise transferred in any manner, other than by will<br \/>\nor the laws of descent and distribution. The Committee may grant an Award or<br \/>\namend an outstanding Award to provide that the Award is transferable or<br \/>\nassignable (a)  in the case of a transfer without the payment of any<br \/>\nconsideration, to any &#8220;family member&#8221; as such term is defined in Section  1(a)(5)<br \/>\nof the General Instructions to Form  S-8 under the Securities Act of 1933, as<br \/>\nsuch may be amended from time to time, and (b)  in any transfer described in<br \/>\nclause  (ii) of Section  1(a)(5) of the General Instructions to Form S-8 under the<br \/>\n1933  Act as amended from time to time, provided that following any such transfer<br \/>\nor assignment the Award will remain subject to substantially the same terms<br \/>\napplicable to the Award while held by the Participant to whom it was granted, as<br \/>\nmodified as the Committee shall determine appropriate, and as a condition to<br \/>\nsuch transfer the transferee shall execute an agreement agreeing to be bound by<br \/>\nsuch terms; provided further, that an ISO may be transferred or assigned only to<br \/>\nthe extent consistent with Section  422 of the Code. Any purported assignment,<br \/>\ntransfer or encumbrance that does not qualify under this Section  10(a) shall be<br \/>\nvoid and unenforceable against the Corporation. <br \/>\n(b)  Qualifying Performance Criteria. For purposes of this Plan, the term<br \/>\n&#8220;Qualifying Performance Criteria&#8221; shall mean any one or more of the following<br \/>\nperformance criteria, either individually, alternatively or in any combination,<br \/>\napplied to either the Corporation as a whole or to a business unit or<br \/>\nSubsidiary, either individually, alternatively or in any combination, and<br \/>\nmeasured either annually or cumulatively over a period of years, on an absolute<br \/>\nbasis or relative to a pre-established target, to previous years153 results or to<br \/>\na designated comparison group, in each case as specified by the Committee in the<br \/>\nAward: (a)  cash flow, (b)  earnings per share, (c)  earnings before interest,<br \/>\ntaxes and amortization, (d)  return on equity, (e)  total stockholder return,<br \/>\n(f)  share price performance, (g)  return on capital, (h)  return on assets or net<br \/>\nassets, (i)  revenue, (j)  income or net income, (k)  operating income or net<br \/>\noperating income, (l)  operating profit or net operating profit, (m)  operating<br \/>\nmargin or profit margin, (n)  return on operating revenue, (o)  return on invested<br \/>\ncapital, (p)  market segment share, (q)  product release schedules, (r)  new<br \/>\nproduct innovation, (s)  product cost reduction through advanced technology,<br \/>\n(t)  brand recognition\/acceptance, (u)  product ship targets, or (v)  customer<br \/>\nsatisfaction. The Committee may appropriately adjust any evaluation of<br \/>\nperformance under a Qualifying Performance Criteria to exclude any of the<br \/>\nfollowing events that occurs during a performance period: (i)  asset write-downs,<br \/>\n(ii)  litigation or claim judgments or settlements, (iii)  the effect of changes<br \/>\nin or provisions under tax law, accounting principles or other such laws or<br \/>\nprovisions affecting reported results, (iv)  accruals for reorganization and<br \/>\nrestructuring programs and (v)  any extraordinary non-recurring items as<br \/>\ndescribed in Accounting Standards Codification 225 and\/or in management153s<br \/>\ndiscussion and analysis of financial condition and results of operations<br \/>\nappearing in the Corporation153s annual report to stockholders for the applicable<br \/>\nyear. Notwithstanding satisfaction of any completion of any Qualifying<br \/>\nPerformance Criteria, to the extent specified at the time of grant of an Award,<br \/>\nthe number of Shares, Stock Options, SARs, Restricted Stock Units or other<br \/>\nbenefits granted, issued, retainable and\/or vested under an Award on account of<br \/>\nsatisfaction of such Qualifying Performance Criteria may be reduced by the<br \/>\nCommittee on the basis of such further considerations as the Committee in its<br \/>\nsole discretion shall determine. <br \/>\n(c)  Dividends. Unless otherwise provided by the Committee, no adjustment shall<br \/>\nbe made in Shares issuable under Awards on account of cash dividends that may be<br \/>\npaid or other rights that may be issued to the holders of Shares prior to their<br \/>\nissuance under any Award. The Committee shall specify whether dividends or<br \/>\ndividend equivalent amounts shall be paid to any Participant with respect to the<br \/>\nShares subject to any Award that have not vested or been issued or that are<br \/>\nsubject to any restrictions or conditions on the record date for dividends.<br \/>\n<br \/>\n(d)  Documents Evidencing Awards. The Committee shall, subject to applicable law,<br \/>\ndetermine the date an Award is deemed to be granted. The Committee or, except to<br \/>\nthe extent prohibited under applicable law, its delegate(s) may establish the<br \/>\nterms of agreements or other documents evidencing Awards under this Plan and<br \/>\nmay, but need not, require as a condition to any such agreement153s or document153s<br \/>\neffectiveness that such agreement or document be executed by the Participant,<br \/>\nincluding by electronic signature or other electronic indication of acceptance,<br \/>\nand that such Participant agree to such further terms and conditions as<br \/>\nspecified in such agreement or document. The grant of an Award under this Plan<br \/>\nshall not confer any rights upon the Participant holding such Award other than<br \/>\nsuch terms, and subject to such conditions, as are specified in this Plan as<br \/>\nbeing applicable to such type of Award (or to all Awards) or as are expressly<br \/>\nset forth in the agreement or other document evidencing such Award. <br \/>\n(e)  Additional Restrictions on Awards. Either at the time an Award is granted or<br \/>\nby subsequent action, the Committee may, but need not, impose such restrictions,<br \/>\nconditions or limitations as it determines appropriate as to the timing and<br \/>\nmanner of any resales by a Participant or other subsequent transfers by a<br \/>\nParticipant of any Shares issued under an Award, including without limitation<br \/>\n(a)  restrictions under an insider trading policy, (b)  restrictions designed to<br \/>\ndelay and\/or coordinate the timing and manner of sales by the Participant or<br \/>\nParticipants, and (c)  restrictions as to the use of a specified brokerage firm<br \/>\nfor receipt, resales or other transfers of such Shares. <br \/>\n(f)  Subsidiary Awards. In the case of a grant of an Award to any Participant<br \/>\nemployed by a Subsidiary, such grant may, if the Committee so directs, be<br \/>\nimplemented by Intel issuing any subject Shares to the Subsidiary, for such<br \/>\nlawful consideration as the Committee may determine, upon the condition or<br \/>\nunderstanding that the Subsidiary will transfer the Shares to the Participant in<br \/>\naccordance with the terms of the Award specified by the Committee pursuant to<br \/>\nthe provisions of the Plan. Notwithstanding any other provision hereof, such<br \/>\nAward may be issued by and in the name of the Subsidiary and shall be deemed<br \/>\ngranted on such date as the Committee shall determine. <br \/>\n11. ADJUSTMENT OF AND CHANGES IN THE COMMON STOCK <br \/>\n(a)  The existence of outstanding Awards shall not affect in any way the right or<br \/>\npower of the Corporation or its shareholders to make or authorize any or all<br \/>\nadjustments, recapitalizations, reorganizations, exchanges, or other changes in<br \/>\nthe Corporation153s capital structure or its business, or any merger or<br \/>\nconsolidation of the Corporation or any issuance of    Shares or other securities<br \/>\nor subscription rights thereto, or any issuance of bonds, debentures, preferred<br \/>\nor prior preference stock ahead of or affecting the Shares or other securities<br \/>\nof the Corporation or the rights thereof, or the dissolution or liquidation of<br \/>\nthe Corporation, or any sale or transfer of all or any part of its assets or<br \/>\nbusiness, or any other corporate act or proceeding, whether of a similar<br \/>\ncharacter or otherwise. Further, except as expressly provided herein or by the<br \/>\nCommittee, (i)  the issuance by the Corporation of shares of stock or any class<br \/>\nof securities convertible into shares of stock of any class, for cash, property,<br \/>\nlabor or services, upon direct sale, upon the exercise of rights or warrants to<br \/>\nsubscribe therefor, or upon conversion of shares or obligations of the<br \/>\nCorporation convertible into such shares or other securities, (ii)  the payment<br \/>\nof a dividend in property other than Shares, or (iii)  the occurrence of any<br \/>\nsimilar transaction, and in any case whether or not for fair value, shall not<br \/>\naffect, and no adjustment by reason thereof shall be made with respect to, the<br \/>\nnumber of Shares subject to Stock Options or other Awards theretofore granted or<br \/>\nthe purchase price per Share, unless the Committee shall determine, in its sole<br \/>\ndiscretion, that an adjustment is necessary or appropriate. <br \/>\n(b)  If the outstanding Shares or other securities of the Corporation, or both,<br \/>\nfor which the Award is then exercisable or as to which the Award is to be<br \/>\nsettled shall at any time be changed or exchanged by declaration of a stock<br \/>\ndividend, stock split, combination of shares, extraordinary dividend of cash<br \/>\nand\/or assets, recapitalization, reorganization or any similar equity<br \/>\nrestructuring transaction (as that term is used in Accounting Standards<br \/>\nCodification 718 affecting the Shares or other securities of the Corporation,<br \/>\nthe Committee shall equitably adjust the number and kind of Shares or other<br \/>\nsecurities that are subject to this Plan and to the limits under Section  6 and<br \/>\nthat are subject to any Awards theretofore granted, and the exercise or<br \/>\nsettlement prices of such Awards, so as to maintain the proportionate number of<br \/>\nShares or other securities subject to such Awards without changing the aggregate<br \/>\nexercise or settlement price, if any. <br \/>\n(c)  No right to purchase fractional Shares shall result from any adjustment in<br \/>\nStock Options or SARs pursuant to this Section  11. In case of any such<br \/>\nadjustment, the Shares subject to the Stock Option or SAR shall be rounded down<br \/>\nto the nearest whole share. <br \/>\n(d)  Any other provision hereof to the contrary notwithstanding (except<br \/>\nSection  11(a)), in the event Intel is a party to a merger or other<br \/>\nreorganization, outstanding Awards shall be subject to the agreement of merger<br \/>\nor reorganization. Such agreement may provide, without limitation, for the<br \/>\nassumption of outstanding Awards by the surviving corporation or its parent, for<br \/>\ntheir continuation by Intel (if Intel is a surviving corporation), for<br \/>\naccelerated vesting and accelerated expiration, or for settlement in cash.<br \/>\n<br \/>\n12. LISTING OR QUALIFICATION OF COMMON STOCK <br \/>\nIn the event that the Committee determines in its discretion that the listing or<br \/>\nqualification of the Shares available for issuance under the Plan on any<br \/>\nsecurities exchange or quotation or trading system or under any applicable law<br \/>\nor governmental regulation is necessary as a condition to the issuance of such<br \/>\nShares, a Stock Option or SAR may not be exercised in whole or in part and a<br \/>\nRestricted Stock or Restricted Stock Unit Award shall not vest or be settled<br \/>\nunless such listing, qualification, consent or approval has been unconditionally<br \/>\nobtained. <br \/>\n13. TERMINATION OR AMENDMENT OF THE PLAN <br \/>\nThe Board of Directors may amend, alter or discontinue the Plan and the Board or<br \/>\nthe Committee may to the extent permitted by the Plan amend any agreement or<br \/>\nother document evidencing an Award made under this Plan, provided, however, that<br \/>\nthe Corporation shall submit for stockholder approval any amendment (other than<br \/>\nan amendment pursuant to the adjustment provisions of Section  11)  required to be<br \/>\nsubmitted for stockholder approval by NASDAQ or that otherwise would: <br \/>\n(a)  Increase the maximum number of Shares for which Awards may be granted under<br \/>\nthis Plan; <br \/>\n(b)  Reduce the price at which Stock Options may be granted below the price<br \/>\nprovided for in Section  8(a); <br \/>\n(c)  Reduce the option price of outstanding Stock Options; <br \/>\n(d)  Extend the term of this Plan; <br \/>\n(e)  Change the class of persons eligible to be Participants;  or <br \/>\n(f)  Increase the limits in Section  6. <br \/>\nIn addition, no such amendment or alteration shall be made which would impair<br \/>\nthe rights of any Participant, without such Participant153s consent, under any<br \/>\nAward theretofore granted, provided that no such consent shall be required with<br \/>\nrespect to any amendment or alteration if the Committee determines in its sole<br \/>\ndiscretion that such amendment or alteration either (i)  is required or advisable<br \/>\nin order for the Corporation, the Plan or the Award to satisfy or conform to any<br \/>\nlaw or regulation or to meet the requirements of any accounting standard, or<br \/>\n(ii)  is not reasonably likely to significantly diminish the benefits provided<br \/>\nunder such Award, or that any such diminishment has been adequately compensated.<br \/>\n<br \/>\n14. WITHHOLDING <br \/>\nTo the extent required by applicable federal, state, local or foreign law, the<br \/>\nCommittee may and\/or a Participant shall make arrangements satisfactory to the<br \/>\nCorporation for the satisfaction of any withholding tax obligations that arise<br \/>\nwith respect to any Stock Option, SAR, Restricted Stock or Restricted Stock Unit<br \/>\nAward, or any sale of Shares. The Corporation shall not be required to issue<br \/>\nShares or to recognize the disposition of such Shares until such obligations are<br \/>\nsatisfied. To the extent permitted or required by the Committee, these<br \/>\nobligations may or shall be satisfied by having the Corporation withhold a<br \/>\nportion of the Shares of stock that otherwise would be issued to a Participant<br \/>\nunder such Award or by tendering Shares previously acquired by the Participant.<br \/>\n<br \/>\n15. GENERAL PROVISIONS <br \/>\n(a)  Employment At Will. Neither the Plan nor the grant of any Award nor any<br \/>\naction by the Corporation, any Subsidiary or the Committee shall be held or<br \/>\nconstrued to confer upon any person any right to be continued in the employ of<br \/>\nthe Corporation or a Subsidiary. The Corporation and each Subsidiary expressly<br \/>\nreserve the right to discharge, without liability but subject to his or her<br \/>\nrights under this Plan, any Participant whenever in the sole discretion of the<br \/>\nCorporation or a Subsidiary, as the case may be, it may determine to do so.<br \/>\n<br \/>\n(b)  Governing Law. This Plan and any agreements or other documents hereunder<br \/>\nshall be interpreted and construed in accordance with the laws of the State of<br \/>\nDelaware and applicable federal law. The Committee may provide that any dispute<br \/>\nas to any Award shall be presented and determined in such forum as the Committee<br \/>\nmay specify, including through binding arbitration. Any reference in this Plan<br \/>\nor in the agreement or other document evidencing any Award to a provision of law<br \/>\nor to a rule or regulation shall be deemed to include any successor law, rule or<br \/>\nregulation of similar effect or applicability. <br \/>\n(c)  Unfunded Plan. Insofar as it provides for Awards, the Plan shall be<br \/>\nunfunded. Although bookkeeping accounts may be established with respect to<br \/>\nParticipants who are granted Awards under this Plan, any such accounts will be<br \/>\nused merely as a bookkeeping convenience. The Corporation shall not be required<br \/>\nto segregate any assets which may at any time be represented by Awards, nor<br \/>\nshall this Plan be construed as providing for such segregation, nor shall the<br \/>\nCorporation or the Committee be deemed to be a trustee of stock or cash to be<br \/>\nawarded under the Plan. <br \/>\n(d) Third Party Administrator.    In connection with a Participant153s participation<br \/>\nin the Plan, the Corporation may use the services of a third party<br \/>\nadministrator, including a brokerage firm administrator, and the Corporation may<br \/>\nprovide this administrator with personal information about a Participant,<br \/>\nincluding a Participant153s name, social security number and address, as well as<br \/>\nthe details of each Award, and this administrator may provide information to the<br \/>\nCorporation concerning the exercise of a Participant153s rights and account data<br \/>\nas it relates to Awards under the Plan. <br \/>\n16. NON-EXCLUSIVITY OF PLAN <br \/>\nNeither the adoption of this Plan by the Board of Directors nor the submission<br \/>\nof this Plan to the shareholders of the Corporation for approval shall be<br \/>\nconstrued as creating any limitations on the power of the Board of Directors or<br \/>\nthe Committee to adopt such other incentive arrangements as either may deem<br \/>\ndesirable, including, without limitation, the granting of stock options, stock<br \/>\nappreciation rights, restricted stock or restricted stock units otherwise than<br \/>\nunder this Plan, and such arrangements may be either generally applicable or<br \/>\napplicable only in specific cases. <br \/>\n17. COMPLIANCE WITH OTHER LAWS AND REGULATIONS <br \/>\nThis Plan, the grant and exercise of Awards thereunder, and the obligation of<br \/>\nthe Corporation to sell, issue or deliver Shares under such Awards, shall be<br \/>\nsubject to all applicable federal, state and local laws, rules and regulations<br \/>\nand to such approvals by any governmental or regulatory agency as may be<br \/>\nrequired. The Corporation shall not be required to register in a Participant153s<br \/>\nname or deliver any Shares prior to the completion of any registration or<br \/>\nqualification of such Shares under any federal, state or local law or any ruling<br \/>\nor regulation of any government body which the Committee shall determine to be<br \/>\nnecessary or advisable. To the extent the Corporation is unable to or the<br \/>\nCommittee deems it infeasible to obtain authority from any regulatory body<br \/>\nhaving jurisdiction, which authority is deemed by the Corporation153s counsel to<br \/>\nbe necessary or advisable for the lawful issuance and sale of any Shares<br \/>\nhereunder, the Corporation shall be relieved of any liability with respect to<br \/>\nthe failure to issue or sell such Shares as to which such requisite authority<br \/>\nshall not have been obtained. No Stock Option shall be exercisable and no Shares<br \/>\nshall be issued and\/or transferable under any other Award unless a registration<br \/>\nstatement with respect to the Shares underlying such Stock Option is effective<br \/>\nand current or the Corporation has determined that such registration is<br \/>\nunnecessary. <br \/>\n18. LIABILITY OF CORPORATION <br \/>\nThe Corporation shall not be liable to a Participant or other persons as to:<br \/>\n(a)  the non-issuance or sale of Shares as to which the Corporation has been<br \/>\nunable to obtain from any regulatory body having jurisdiction the authority<br \/>\ndeemed by the Corporation153s counsel to be necessary to the lawful issuance and<br \/>\nsale of any Shares hereunder; and (b)  any tax consequence expected, but not<br \/>\nrealized, by any Participant or other person due to the receipt, exercise or<br \/>\nsettlement of any Stock Option or other Award granted hereunder.<\/p>\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":[9539,9546],"class_list":["post-39776","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39776","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=39776"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39776"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39776"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39776"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}