INTEL
CORPORATION
2006 EQUITY
INCENTIVE PLAN
AS AMENDED AND
RESTATED EFFECTIVE MAY 20, 2009
1.
PURPOSE
The purpose of
this Intel Corporation 2006 Equity Incentive Plan (the
“Plan”) is to advance the interests of Intel
Corporation, a Delaware corporation, and its Subsidiaries
(hereinafter collectively “Intel” or the
“Corporation”), by stimulating the efforts of employees
who are selected to be participants on behalf of Intel, aligning
the long-term interests of participants with those of stockholders,
heightening the desire of participants to continue in working
toward and contributing to the success of Intel, assisting Intel in
competing effectively with other enterprises for the services of
new employees necessary for the continued improvement of
operations, and to attract, motivate and retain the best available
individuals for service to the Corporation. This Plan permits the
grant of stock options, stock appreciation rights, restricted stock
and restricted stock units, each of which shall be subject to such
conditions based upon continued employment, passage of time or
satisfaction of performance criteria as shall be specified pursuant
to the Plan.
2.
DEFINITIONS
(a) ”Award”
means a stock option, stock appreciation right, restricted stock or
restricted stock unit granted to a Participant pursuant to the
Plan.
(b) ”Board of
Directors” means the Board of Directors of the
Corporation.
(c) ”Code”
shall mean the Internal Revenue Code of 1986, as such is amended
from time to time, and any reference to a section of the Code shall
include any successor provision of the Code.
(d) ”Committee”
shall mean the committee appointed by the Board of Directors from
among its members to administer the Plan pursuant to
Section 3.
(e) ”Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any reference to a section of the
Exchange Act shall include any successor provision of the Exchange
Act.
(f) ”Outside
Director” shall mean a member of the Board of Directors who
is not otherwise an employee of the Corporation.
(g) ”Participants”
shall mean those individuals to whom Awards have been granted from
time to time and any authorized transferee of such
individuals.
(h) ”Performance
Award” means an Award the grant, issuance, retention, vesting
and/or settlement of which is subject to satisfaction of one or
more of the Qualifying Performance Criteria specified in
Section 10(b).
(i) ”Plan”
means this Intel Corporation 2006 Equity Incentive Plan.
(j) ”Share”
shall mean a share of common stock, $.001 par value, of the
Corporation or the number and kind of shares of stock or other
securities which shall be substituted or adjusted for such shares
as provided in Section 11.
(k) ”Subsidiary”
means any corporation or entity in which Intel Corporation owns or
controls, directly or indirectly, fifty percent (50%) or more of
the voting power or economic interests of such corporation or
entity.
3.
ADMINISTRATION
(a)
Composition of Committee. This Plan shall be administered by
the Committee. The Committee shall consist of two or more Outside
Directors who shall be appointed by the Board of Directors. The
Board of Directors shall fill vacancies on the Committee and may
from time to time remove or add members of the Committee. The Board
of Directors, in its sole discretion, may exercise any authority of
the Committee under this Plan in lieu of the Committee’s
exercise thereof, and in such instances references herein to the
Committee shall refer to the Board of Directors.
(b)
Delegation and Administration. The Committee may delegate to
one or more separate committees (any such committee a
“Subcommittee”) composed of one or more directors of
the Corporation (who may but need not be members of the Committee)
the ability to grant Awards and take the other actions described in
Section 3(c) with respect to Participants who are not
executive officers, and such actions shall be treated for all
purposes as if taken by the Committee. The Committee
may delegate to a
Subcommittee of one or more officers of the Corporation the ability
to grant Awards and take the other actions described in
Section 3(c) with respect to Participants (other than any such
officers themselves) who are not directors or executive officers,
provided however that the resolution so authorizing such officer(s)
shall specify the total number of rights or options such
Subcommittee may so award, and such actions shall be treated for
all purposes as if taken by the Committee. Any action by any such
Subcommittee within the scope of such delegation shall be deemed
for all purposes to have been taken by the Committee, and
references in this Plan to the Committee shall include any such
Subcommittee. The Committee may delegate the administration of the
Plan to an officer or officers of the Corporation, and such
administrator(s) may have the authority to execute and distribute
agreements or other documents evidencing or relating to Awards
granted by the Committee under this Plan, to maintain records
relating to the grant, vesting, exercise, forfeiture or expiration
of Awards, to process or oversee the issuance of Shares upon the
exercise, vesting and/or settlement of an Award, to interpret the
terms of Awards and to take such other actions as the Committee may
specify. Any action by any such administrator within the scope of
its delegation shall be deemed for all purposes to have been taken
by the Committee and references in this Plan to the Committee shall
include any such administrator, provided that the actions and
interpretations of any such administrator shall be subject to
review and approval, disapproval or modification by the
Committee.
(c) Powers of the
Committee. Subject to the express provisions and limitations
set forth in this Plan, the Committee shall be authorized and
empowered to do all things necessary or desirable, in its sole
discretion, in connection with the administration of this Plan,
including, without limitation, the following:
(i) to prescribe, amend and
rescind rules and regulations relating to this Plan and to define
terms not otherwise defined herein;
(ii) to determine which persons
are eligible to be Participants, to which of such persons, if any,
Awards shall be granted hereunder and the timing of any such
Awards, and to grant Awards;
(iii) to grant Awards to
Participants and determine the terms and conditions thereof,
including the number of Shares subject to Awards and the exercise
or purchase price of such Shares and the circumstances under which
Awards become exercisable or vested or are forfeited or expire,
which terms may but need not be conditioned upon the passage of
time, continued employment, the satisfaction of performance
criteria, the occurrence of certain events, or other
factors;
(iv) to establish or verify the
extent of satisfaction of any performance goals or other conditions
applicable to the grant, issuance, exercisability, vesting and/or
ability to retain any Award;
(v) to prescribe and amend the
terms of the agreements or other documents evidencing Awards made
under this Plan (which need not be identical);
(vi) to determine whether, and
the extent to which, adjustments are required pursuant to
Section 11;
(vii) to interpret and construe
this Plan, any rules and regulations under this Plan and the terms
and conditions of any Award granted hereunder, and to make
exceptions to any such provisions in good faith and for the benefit
of the Corporation; and
(viii) to make all other
determinations deemed necessary or advisable for the administration
of this Plan.
(d) Effect of Change in
Status. The Committee shall have the discretion to determine
the effect upon an Award and upon an individual’s status as
an employee under the Plan (including whether a Participant shall
be deemed to have experienced a termination of employment or other
change in status) and upon the vesting, expiration or forfeiture of
an Award in the case of (i) any individual who is employed by
an entity that ceases to be a Subsidiary of the Corporation,
(ii) any leave of absence approved by the Corporation or a
Subsidiary, (iii) any transfer between locations of employment
with the Corporation or a Subsidiary or between the Corporation and
any Subsidiary or between any Subsidiaries, (iv) any change in
the Participant’s status from an employee to a consultant or
member of the Board of Directors, or vice versa, and (v) at
the request of the Corporation or a Subsidiary, any employee who
becomes employed by any partnership, joint venture, corporation or
other entity not meeting the requirements of a
Subsidiary.
(e) Determinations of the
Committee. All decisions, determinations and interpretations by
the Committee regarding this Plan shall be final and binding on all
Participants or other persons claiming rights under the Plan or any
Award. The Committee shall consider such factors as it deems
relevant to making such decisions, determinations and
interpretations including, without limitation, the recommendations
or advice of any director, officer or employee of the Corporation
and such attorneys, consultants and accountants as it may select. A
Participant or other holder of an Award may contest a decision or
action by the Committee with respect to such person or Award only
on the grounds that such decision or action was arbitrary or
capricious or was unlawful, and any review of such decision or
action shall be limited to determining whether the
Committee’s decision or action was arbitrary or capricious or
was unlawful.
4.
PARTICIPANTS
Awards under the
Plan may be granted to any person who is an employee or Outside
Director of the Corporation. Outside Directors may be granted
Awards only pursuant to Section 9 of the Plan. The status of
the Chairman of the Board of Directors as an employee or Outside
Director shall be determined by the Committee. Any person
designated by the Corporation as an independent contractor shall
not be treated as an employee and shall not be eligible for Awards
under the Plan.
5. EFFECTIVE
DATE AND EXPIRATION OF PLAN
(a)
Effective Date. This Plan was approved by the Board of
Directors on February 23, 2006 and became effective on
May 17, 2006.
(b)
Expiration Date. The Plan shall remain available for the
grant of Awards until June 30, 2012 or such earlier date as
the Board of Directors may determine. The expiration of the
Committee’s authority to grant Awards under the Plan will not
affect the operation of the terms of the Plan or the
Corporation’s and Participants’ rights and obligations
with respect to Awards granted on or prior to the expiration date
of the Plan.
6. SHARES
SUBJECT TO THE PLAN
(a)
Aggregate Limits. Subject to adjustment as provided in
Section 11, the aggregate number of Shares authorized for
issuance as Awards under the Plan is 428,000,000, of which no more
than an aggregate of 253,000,000 Shares may be issued as restricted
stock or restricted stock units and no more than an aggregate of
175,000,000 Shares shall be available for issuance as stock options
under any program providing for stock option grants that vest in
full in five or more years and that have a maximum term of ten
years. In the event that stockholders approve an option exchange
program proposed for the 2009 Annual Stockholders’ Meeting,
the aggregate number of Shares authorized for issuance as Awards
shall in addition be increased by the number of shares issuable
upon exercise of the options granted in the option exchange program
(the “Exchange Program Options”), but in any case by no
more than an additional 235,000,000 Shares; provided further
that any such additional Shares that are not issued under the
Exchange Program Options for any reason (including upon forfeiture
or expiration of an Exchange Program Option) shall not again be
available for issuance as Awards under the Plan. The Shares subject
to the Plan may be either Shares reacquired by the Corporation,
including Shares purchased in the open market, or authorized but
unissued Shares. Any Shares subject to an Award which for any
reason expires or terminates unexercised or is not earned in full
may again be made subject to an Award under the Plan. The following
Shares may not again be made available for issuance as Awards under
the Plan: (i) Shares not issued or delivered as a result of
the net settlement of an outstanding Stock Appreciation Right,
(ii) Shares used to pay the exercise price or withholding
taxes related to an outstanding Award, or (iii) Shares
repurchased on the open market with the proceeds of the option
exercise price.
(b) Tax
Code Limits. The aggregate number of Shares subject to stock
options or stock appreciation rights granted under this Plan during
any calendar year to any one Participant shall not exceed
3,000,000. The aggregate number of Shares subject to restricted
stock or restricted stock unit Awards granted under this Plan
during any calendar year to any one Participant shall not exceed
2,000,000. Notwithstanding anything to the contrary in this Plan,
the foregoing limitations shall be subject to adjustment under
Section 11, but only to the extent that such adjustment will
not affect the status of any Award intended to qualify as
“performance-based compensation” under
Section 162(m) of the Code. The aggregate number of Shares
issued pursuant to incentive stock options granted under the Plan
shall not exceed 428,000,000, which limitation shall be subject to
adjustment under Section 11 only to the extent that such
adjustment is consistent with adjustments permitted of a plan
authorizing incentive stock options under Section 422 of the
Code.
7. PLAN
AWARDS
(a)
Award Types. The Committee, on behalf of the Corporation, is
authorized under this Plan to grant, award and enter into the
following arrangements or benefits under the Plan provided that
their terms and conditions are not inconsistent with the provisions
of the Plan: stock options, stock appreciation rights, restricted
stock and restricted stock units. Such arrangements and benefits
are sometimes referred to herein as “Awards.” The
Committee, in its discretion, may determine that any Award granted
hereunder shall be a Performance Award.
(i)
Stock Options. A “Stock Option” is a right to
purchase a number of Shares at such exercise price, at such times,
and on such other terms and conditions as are specified in or
determined pursuant to the document(s) evidencing the Award (the
“Option Agreement”). The Committee may grant Stock
Options intended to be eligible to qualify as incentive stock
options (“ISOs”) pursuant to Section 422 of the
Code and Stock Options that are not intended to qualify as ISOs
(“Non-qualified Stock Options”), as it, in its sole
discretion, shall determine.
(ii) Stock Appreciation
Rights. A “Stock Appreciation Right” or
“SAR” is a right to receive, in cash or stock (as
determined by the Committee), value with respect to a specific
number of Shares equal to or otherwise based on the
excess
of (i) the market value of a
Share at the time of exercise over (ii) the exercise price of
the right, subject to such terms and conditions as are expressed in
the document(s) evidencing the Award (the “SAR
Agreement”).
(iii) Restricted Stock.
A “Restricted Stock” Award is an award of Shares, the
grant, issuance, retention and/or vesting of which is subject to
such conditions as are expressed in the document(s) evidencing the
Award (the “Restricted Stock Agreement”).
(iv) Restricted Stock
Unit. A “Restricted Stock Unit” Award is an award
of a right to receive, in cash or stock (as determined by the
Committee) the market value of one Share, the grant, issuance,
retention and/or vesting of which is subject to such conditions as
are expressed in the document(s) evidencing the Award (the
“Restricted Stock Unit Agreement”).
(b) Grants of Awards.
An Award may consist of one of the foregoing arrangements or
benefits or two or more of them in tandem or in the
alternative.
8. EMPLOYEE PARTICIPANT AWARDS
(a) Grant, Terms and
Conditions of Stock Options and SARs
The Committee may grant Stock
Options or SARs at any time and from time to time prior to the
expiration of the Plan to eligible employee Participants selected
by the Committee. No Participant shall have any rights as a
stockholder with respect to any Shares subject to Stock Options or
SARs hereunder until said Shares have been issued. Each Stock
Option or SAR shall be evidenced only by such agreements, notices
and/or terms or conditions documented in such form (including by
electronic communications) as may be approved by the Committee.
Each Stock Option grant will expressly identify the Stock Option as
an ISO or as a Non-qualified Stock Option. Stock Options or SARs
granted pursuant to the Plan need not be identical but each must
contain or be subject to the following terms and
conditions:
(i) Price. The purchase
price (also referred to as the exercise price) under each Stock
Option or SAR granted hereunder shall be established by the
Committee. The purchase price per Share shall not be less than 100%
of the market value of a Share on the date of grant. For purposes
of the Plan, “market value” shall mean the average of
the high and low sales prices of the Corporation’s common
stock. The exercise price of a Stock Option shall be paid in cash
or in such other form if and to the extent permitted by the
Committee, including without limitation by delivery of already
owned Shares, withholding (either actually or by attestation) of
Shares otherwise issuable under such Stock Option and/or by payment
under a broker-assisted sale and remittance program acceptable to
the Committee.
(ii) No Repricing.
Other than in connection with a change in the Corporation’s
capitalization or other transaction as described in
Section 11(a) through (d) of the Plan, at any time when
the purchase price of a Stock Option or SAR is above the market
value of a Share, the Corporation shall not, without stockholder
approval, reduce the purchase price of such Stock Option or SAR and
shall not exchange such Stock Option or SAR for a new Award with a
lower (or no) purchase price or for cash.
(iii) No Reload Grants.
Stock Options shall not be granted under the Plan in consideration
for and shall not be conditioned upon the delivery of Shares to the
Corporation in payment of the exercise price and/or tax withholding
obligation under any other employee stock option.
(iv) Duration, Exercise and
Termination of Stock Options and SARs. Each Stock Option or SAR
shall be exercisable at such time and in such installments during
the period prior to the expiration of the Stock Option or SAR as
determined by the Committee. The Committee shall have the right to
make the timing of the ability to exercise any Stock Option or SAR
subject to continued employment, the passage of time and/or such
performance requirements as deemed appropriate by the Committee. At
any time after the grant of a Stock Option, the Committee may
reduce or eliminate any restrictions on the Participant’s
right to exercise all or part of the Stock Option, except that no
Stock Option shall first become exercisable within one
(1) year from its date of grant, other than upon the death,
disability or retirement of the person to whom the Stock Option was
granted, in each case as specified in the Option
Agreement.
Each Stock Option
or SAR that vests in full in less than five (5) years
(standard grants) must expire within a period of not more than
seven (7) years from the grant date and each Stock Option or
SAR that vests in full in five (5) or more years (long-term
retention grants) must expire within a period of not more than ten
(10) years from the grant date. In each case, the Option
Agreement or SAR Agreement may provide for expiration prior to the
end of the stated term of the Award in the event of the termination
of employment or service of the Participant to whom it was
granted.
(v)
Suspension or Termination of Stock Options and SARs. If at
any time (including after a notice of exercise has been delivered)
the Committee, including any Subcommittee or administrator
authorized pursuant to Section 3(b) (any such person, an
“Authorized Officer”), reasonably believes that a
Participant, other than an Outside Director, has committed an act
of misconduct as described in this Section, the Authorized Officer
may suspend the Participant’s right to exercise any Stock
Option or SAR pending a determination of whether an act of
misconduct has been committed. If the Committee or an Authorized
Officer determines a Participant, other than an Outside Director,
has committed an act of embezzlement, fraud, dishonesty, nonpayment
of any obligation owed to Intel, breach of fiduciary duty or
deliberate disregard of Corporation rules resulting in loss, damage
or injury to the Corporation, or if a Participant makes an
unauthorized disclosure of any Corporation trade secret or
confidential information, engages in any conduct constituting
unfair competition, induces any customer to breach a contract with
the Corporation or induces any principal for whom Intel acts as
agent to terminate such agency relationship, neither the
Participant nor his or her estate shall be entitled to exercise any
Stock Option or SAR whatsoever. In additi
