INTEL CORPORATION NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT UNDER THE 2006 EQUITY INCENTIVE PLAN

1.

TERMS OF RESTRICTED STOCK UNIT

This Restricted Stock Unit Agreement (this “Agreement”), the Notice of Grant delivered herewith (the “Notice of Grant”) and the Intel Corporation 2006 Equity Incentive Plan (the “2006 Plan”), as such may be amended from time to time, constitute the entire understanding between you and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units (“RSUs”) identified in your Notice of Grant.

2.

VESTING OF RSUs

Provided that you continuously serve as a member of the Corporation’s Board of Directors from the Grant Date specified in the Notice of Grant through the vesting date specified in the Notice of Grant, then as of the vesting date the RSUs shall vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”), determined by multiplying the Target Number of Shares as specified in the Notice of Grant by the conversion rate as set forth below, and except as otherwise provided in this Agreement. If a vesting date falls on a weekend or any other day on which the NASDAQ Stock Market (“NASDAQ”) is not open, affected RSUs shall vest on the next following NASDAQ business day.

RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your service as a member of the Corporation’s Board of Directors terminates for any reason except death, Disablement (defined below) or Retirement (defined below), prior to the vesting date set forth in your Notice of Grant, your unvested RSUs and dividend equivalents will be cancelled.

3.

CONVERSION OF RSUs

The conversion rate of RSUs into the right to receive a number of shares of Common Stock depends on the Corporation’s Total Stockholder Return (“Intel TSR”) relative to the Total Stockholder Return of the Comparison Group (“CG TSR”) at the end of the Performance Period, as those terms are defined below. The minimum conversion rate shall be 33% of the Target Number of Shares as specified on the Notice of Grant and the maximum conversion rate shall be 200% of the Target Number of Shares as specified on the Notice of Grant. If the Intel TSR and

Outside Director OSU Agmt (06 EIP)

1.

CG TSR are within 1 percentage point, the conversion rate shall be 100%. If the Intel TSR is less than the CG TSR, the conversion rate shall be 100% minus two times the difference in percentage points. If the Intel TSR is greater than the CG TSR, the conversion rate shall be 100% plus three times the difference in percentage points. In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall be rounded down so that the RSUs shall not convert into the right to receive the partial share.

By way of illustration, assume the CG TSR is 100%. If the Intel TSR equals 100.5%, the conversion rate is 100%, so that your RSUs convert into the right to receive 100% of the Target Number of Shares. If the Intel TSR is 90%, the difference is 10 percentage points and the conversion rate is 80%, so that your RSUs convert into the right to receive 80% of the Target Number of Shares. If the Intel TSR is 105%, the difference is 5 percentage points and the conversion rate is 115%, so that your RSUs convert into the right to receive 115% of the Target Number of Shares.

(1)

A numerator that is difference between the closing sale price of Common Stock on the grant date subtracted from the average closing sale price of Common Stock during the 6 months prior to the end of the Performance Period, plus any dividends paid or payable with respect to a record date that occurs during the Performance Period; and

(2)

A denominator that is the closing sale price of Common Stock on the grant date.

(1)

TSR of each stock is a. the difference between the closing sale price on the grant date subtracted from the weighted average closing sale price during the 6 months prior to the end of the Performance Period, plus any dividends paid or payable with respect to a record date that occurs during the Performance Period, divided (to the third decimal point) by b. the closing sale price on the grant date;

(2)

Tech 15 TSR is the median TSR of the fifteen technology companies that make up the list companies included in the Tech 15 TSR of similarly designed performance based restricted stock units granted by the Compensation Committee earlier in the calendar year of the grant date, and regardless of any subsequent change after the grant date;

(3)

S&P 100 TSR is the median TSR of the companies that make up the list of companies included in the Standard & Poor’s 100 of similarly designed performance based restricted stock units granted by the Compensation Committee earlier in the calendar year of the grant

Outside Director OSU Agmt (06 EIP)

2.

date, and regardless of any subsequent change after the grant date; and

(1)

Any dividend paid or payable in cash shall be valued at its cash amount (without any deemed reinvestment). Any dividend paid in securities with a readily ascertainable fair market value shall be valued at the market value of the securities as of the dividend record date. Any dividend paid in other property shall be valued based on the value assigned to such dividend by the paying company for tax purposes.

(2)

Any company included in the Tech 15 TSR or S&P 100 TSR that does not have a stock price that is quoted on a national securities exchange at the end of the Performance Period will be factored into the median calculation based on its TSR from the grant date until the last date on which its stock price was last quoted on a national securities exchange in the United States.

4.

DIVIDEND EQUIVALENTS

Dividend equivalents will vest at the same time as their corresponding RSUs and convert into the right to receive shares of Common Stock. Dividend equivalents will be paid on the number of shares of the Corporation’s Common Stock into which this RSU is converted by determining the sum of the dividends paid or payable on such number of shares of Common Stock with respect to each record date that occurs between the Grant Date and the vesting date specified in the Notice of Grant (without any interest or compounding), divided (to the third decimal point) by the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on the last day of the Performance Period. The quotient derived from the previous sentence shall be rounded down so that dividend equivalents will convert into the right to receive whole shares of Common Stock.

5.

SETTLEMENT INTO COMMON STOCK

Shares of Common Stock will be issued or become free of restrictions as soon as practicable following the vesting date of the RSUs and dividend equivalents, provided that you have satisfied your tax withholding obligations as specified under Section 11 of this Agreement and you have completed, signed and returned any

Outside Director OSU Agmt (06 EIP)

3.

documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share.

Notwithstanding the foreg