Common use of Conversion of RSUs Clause in Contracts

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 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. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 date, and regardless of any subsequent change after the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

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. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 with the grant date and ending three years later on January 22, 2013the third anniversary of the grant date. If January 22, 2013 the third anniversary of the grant date falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

Conversion of RSUs. (a) 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 Return” of the Comparison Group Tech 15 (“CG Tech 15 TSR”) at the end of the “Performance Period, ,” as those terms are defined belowin this Section 4. The minimum conversion rate shall of RSUs into the right to receive a number of shares of Common Stock will 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. determined in accordance with following: (1) If the Intel TSR and CG Tech 15 TSR are within 1 percentage point, the conversion rate shall will be 100%. . (2) If the Intel TSR is less greater than the CG Tech 15 TSR, the conversion rate shall will be 100% plus four times the difference in percentage points between the Intel TSR and the Tech 15 TSR; provided that the maximum conversion rate is 200%. (3) If the Tech 15 TSR is greater than the Intel TSR, the conversion rate will be 100% minus two times the difference in percentage points. If points between the Intel TSR is greater and the Tech 15 TSR; provided that, if the Tech 15 TSR exceeds the Intel TSR by more than the CG TSR25 percentage points, then the conversion rate shall will be 100% plus three times the difference in percentage points. 0%. (4) In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall will be rounded down so that the RSUs shall will not convert into the right to receive the partial share. By way of illustration, assume the CG Tech 15 TSR is 100%% at the end of the Performance Period in the following examples. • If the Intel TSR equals 100.5%, the difference between the Intel TSR and the Tech 15 TSR is within 1 percentage point. As a result, the conversion rate is 100%, so such that your RSUs convert into the right to receive 100% of the Target Number of Shares. • If the Intel TSR is 105%, the difference between the Intel TSR and the Tech 15 TSR is 5 percentage points. As a result, the conversion rate is 120%, such that your RSUs convert into the right to receive 120% of the Target Number of Shares. • If the Intel TSR is 90%, the difference between the Intel TSR and the Tech 15 TSR is 10 percentage points and points. As a result, the conversion rate is 80%, so such that your RSUs convert into the right to receive 80% of the Target Number of Shares. • If the Intel TSR is 10570%, the difference between the Intel TSR and the Tech 15 TSR is 5 more than 25 percentage points and points. As a result, the conversion rate is 1150%, so such that your RSUs convert into the right to receive 1150% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 date, and regardless of any subsequent change after the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

Conversion of RSUs. (a) 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 S&P 500 IT TSR”) ” at the end of the “Performance Period, ,” as those terms are defined belowin this Section 4. The minimum conversion rate shall of RSUs into the right to receive a number of shares of Common Stock will 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. determined in accordance with following: (i) If the Intel TSR and CG the S&P 500 IT TSR are within 1 percentage point, the conversion rate shall will 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. . (ii) If the Intel TSR is greater than the CG S&P 500 IT TSR, the conversion rate shall will be 100% plus three four times the difference in percentage points between the Intel TSR and the S&P 500 IT TSR; provided that the maximum conversion rate is 200%. (iii) If the S&P 500 IT TSR is greater than the Intel TSR, the conversion rate will be 100% minus four times the difference in percentage points between the Intel TSR and the S&P 500 IT TSR. Accordingly, if the S&P 500 IT TSR exceeds the Intel TSR by 25 or more percentage points. , then the conversion rate will be 0%. (iv) In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall will be rounded down so that the RSUs shall will not convert into the right to receive the partial share. By way of illustration, assume the CG S&P 500 IT TSR is 100%% at the end of the Performance Period in the following examples. • If the Intel TSR equals 100.5%, the difference between the Intel TSR and the S&P 500 IT TSR is within 1 percentage point. As a result, the conversion rate is 100%, so such that your RSUs convert into the right to receive 100% of the Target Number of Shares. • If the Intel TSR is 105%, the difference between the Intel TSR and the S&P 500 IT TSR is 5 percentage points. As a result, the conversion rate is 120%, such that your RSUs convert into the right to receive 120% of the Target Number of Shares. • If the Intel TSR is 90%, the difference between the Intel TSR and the S&P 500 IT TSR is 10 percentage points and points. As a result, the conversion rate is 8060%, so such that your RSUs convert into the right to receive 8060% of the Target Number of Shares. • If the Intel TSR is 10570%, the difference between the Intel TSR and the S&P 500 IT TSR is 5 more than 25 percentage points and points. As a result, the conversion rate is 1150%, so such that your RSUs convert into the right to receive 1150% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 date, and regardless of any subsequent change after the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

Conversion of RSUs. (a) 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 S&P 500 IT TSR”) ” at the end of the “Performance Period, ,” as those terms are defined belowin this Section 4. The minimum conversion rate shall of RSUs into the right to receive a number of shares of Common Stock will 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. determined in accordance with following: (1) If the Intel TSR and CG the S&P 500 IT TSR are within 1 percentage point, the conversion rate shall will 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. . (2) If the Intel TSR is greater than the CG S&P 500 IT TSR, the conversion rate shall will be 100% plus three four times the difference in percentage points between the Intel TSR and the S&P 500 IT TSR; provided that the maximum conversion rate is 200%. (3) If the S&P 500 IT TSR is greater than the Intel TSR, the conversion rate will be 100% minus four times the difference in percentage points between the Intel TSR and the S&P 500 IT TSR. Accordingly, if the S&P 500 IT TSR exceeds the Intel TSR by 25 or more percentage points. , then the conversion rate will be 0%. (4) In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall will be rounded down so that the RSUs shall will not convert into the right to receive the partial share. By way of illustration, assume the CG S&P 500 IT TSR is 100%% at the end of the Performance Period in the following examples. • If the Intel TSR equals 100.5%, the difference between the Intel TSR and the S&P 500 IT TSR is within 1 percentage point. As a result, the conversion rate is 100%, so such that your RSUs convert into the right to receive 100% of the Target Number of Shares. • If the Intel TSR is 105%, the difference between the Intel TSR and the S&P 500 IT TSR is 5 percentage points. As a result, the conversion rate is 120%, such that your RSUs convert into the right to receive 120% of the Target Number of Shares. • If the Intel TSR is 90%, the difference between the Intel TSR and the S&P 500 IT TSR is 10 percentage points and points. As a result, the conversion rate is 8060%, so such that your RSUs convert into the right to receive 8060% of the Target Number of Shares. • If the Intel TSR is 10570%, the difference between the Intel TSR and the S&P 500 IT TSR is 5 more than 25 percentage points and points. As a result, the conversion rate is 1150%, so such that your RSUs convert into the right to receive 1150% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 date, and regardless of any subsequent change after the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

Conversion of RSUs. (a) 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 S&P 500 IT TSR”) ” at the end of the “Performance Period, ,” as those terms are defined belowin this Section. The minimum conversion rate shall of RSUs into the right to receive a number of shares of Common Stock will 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. determined in accordance with following: (1) If the Intel TSR and CG the S&P 500 IT TSR are within 1 percentage point, the conversion rate shall will 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. . (2) If the Intel TSR is greater than the CG S&P 500 IT TSR, the conversion rate shall will be 100% plus three four times the difference in percentage points between the Intel TSR and the S&P 500 IT TSR; provided that the maximum conversion rate is 200%. (3) If the S&P 500 IT TSR is greater than the Intel TSR, the conversion rate will be 100% minus four times the difference in percentage points between the Intel TSR and the S&P 500 IT TSR. Accordingly, if the S&P 500 IT TSR exceeds the Intel TSR by 25 or more percentage points. , then the conversion rate will be 0%. (4) In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall will be rounded down so that the RSUs shall will not convert into the right to receive the partial share. By way of illustration, assume the CG S&P 500 IT TSR is 100%% at the end of the Performance Period in the following examples. • If the Intel TSR equals 100.5%, the difference between the Intel TSR and the S&P 500 IT TSR is within 1 percentage point. As a result, the conversion rate is 100%, so such that your RSUs convert into the right to receive 100% of the Target Number of Shares. • If the Intel TSR is 105%, the difference between the Intel TSR and the S&P 500 IT TSR is 5 percentage points. As a result, the conversion rate is 120%, such that your RSUs convert into the right to receive 120% of the Target Number of Shares. • If the Intel TSR is 90%, the difference between the Intel TSR and the S&P 500 IT TSR is 10 percentage points and points. As a result, the conversion rate is 8060%, so such that your RSUs convert into the right to receive 8060% of the Target Number of Shares. • If the Intel TSR is 10570%, the difference between the Intel TSR and the S&P 500 IT TSR is 5 more than 25 percentage points and points. As a result, the conversion rate is 1150%, so such that your RSUs convert into the right to receive 1150% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 date, and regardless of any subsequent change after the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

Conversion of RSUs. (a) 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 Return” of the Comparison Group Tech 15 (“CG Tech 15 TSR”) at the end of the “Performance Period, ,” as those terms are defined belowin this Section. The minimum conversion rate shall of RSUs into the right to receive a number of shares of Common Stock will 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. determined in accordance with following: (1) If the Intel TSR and CG Tech 15 TSR are within 1 percentage point, the conversion rate shall will be 100%. . (2) If the Intel TSR is less greater than the CG Tech 15 TSR, the conversion rate shall will be 100% plus four times the difference in percentage points between the Intel TSR and the Tech 15 TSR; provided that the maximum conversion rate is 200%. (3) If the Tech 15 TSR is greater than the Intel TSR, the conversion rate will be 100% minus two times the difference in percentage points. If points between the Intel TSR is greater and the Tech 15 TSR; provided that, if the Tech 15 TSR exceeds the Intel TSR by more than the CG TSR25 percentage points, then the conversion rate shall will be 100% plus three times the difference in percentage points. 0%. (4) In the event that the conversion rate results in the right to receive a partial share of Common Stock, the conversion rate shall will be rounded down so that the RSUs shall will not convert into the right to receive the partial share. By way of illustration, assume the CG Tech 15 TSR is 100%% at the end of the Performance Period in the following examples. • If the Intel TSR equals 100.5%, the difference between the Intel TSR and the Tech 15 TSR is within 1 percentage point. As a result, the conversion rate is 100%, so such that your RSUs convert into the right to receive 100% of the Target Number of Shares. • If the Intel TSR is 105%, the difference between the Intel TSR and the Tech 15 TSR is 5 percentage points. As a result, the conversion rate is 120%, such that your RSUs convert into the right to receive 120% of the Target Number of Shares. • If the Intel TSR is 90%, the difference between the Intel TSR and the Tech 15 TSR is 10 percentage points and points. As a result, the conversion rate is 80%, so such that your RSUs convert into the right to receive 80% of the Target Number of Shares. • If the Intel TSR is 10570%, the difference between the Intel TSR and the Tech 15 TSR is 5 more than 25 percentage points and points. As a result, the conversion rate is 1150%, so such that your RSUs convert into the right to receive 1150% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 date, and regardless of any subsequent change after the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

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 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 Std No Sig Int’l OSU Agmt (06 EIP) 1. 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. (a) Intel TSR is a percentage (to the third decimal point) derived by: (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. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 Corporation’s peer group for determining executive compensation, as determined by the Compensation Committee earlier in the calendar year of prior to 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 as of the grant date, and minus the Corporation (in the event the Corporation is included in the Standard & Poor’s 100), regardless of any subsequent change after in the grant datemakeup of Standard & Poor’s 100 during the Performance Period; and (c) For purposes of determining TSR of any company (including the Corporation):): Std No Sig Int’l OSU Agmt (06 EIP) (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 TRS on the grant date 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. (d) Performance Period is the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.

Conversion of RSUs. (a) 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 Tech 15 (“CG Tech 15 TSR”) at the end of the Performance Period, as those terms are defined belowin this section 3. The minimum conversion rate of RSUs into the right to receive a number of shares of Common Stock 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. determined in accordance with following: (1) If the Intel TSR and CG Tech 15 TSR are within 1 percentage point, the conversion rate shall be 100%. . (2) If the Intel TSR is less greater than the CG Tech 15 TSR, the conversion rate shall be 100% plus four times the difference in percentage points; provided that the maximum conversion rate is 200%. (3) If the Tech 15 TSR is greater than the Intel TSR, the conversion rate shall be 100% minus two times the difference in percentage points. If ; provided that, if the Tech 15 TSR exceeds the Intel TSR is greater by more than the CG TSR25 percentage points, then the conversion rate shall be 100% plus three times the difference in percentage points. 0%. (4) 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 Tech 15 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 105%, the difference is 5 percentage points and the conversion rate is 120%, so that your RSUs convert into the right to receive 120% 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 10570%, the difference is 5 more than 25 percentage points and points, so the conversion rate is 1150%, so that your RSUs convert into the right to receive 115% of the Target Number of Shares. (ab) Intel TSR is a percentage (to the third decimal point) derived by: (1) A numerator that is the difference between the average closing sale price of Common Stock on during the grant date 3 months following and including the beginning of the Performance Period subtracted from the average closing sale price of Common Stock during the 6 3 months prior to and including the end of the Performance Period, plus any dividends paid or payable with respect to a record an ex-dividend date that occurs during the Performance Period; and (2) A denominator that is the average closing sale price of Common Stock on the grant date. (b) CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where: (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 3 months prior to following and including the end beginning 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;. (2c) 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 Corporation’s peer group for determining executive compensation, as determined by the Compensation Committee earlier in the calendar year of the grant date, and regardless of any subsequent change after the grant date;beginning of the Performance Period. TSR of each stock for purposes of the Tech 15 TSR is a percentage (to the third decimal point) derived by: (31) S&P 100 TSR A numerator that is the median TSR difference between the weighted average closing sale price of common stock during the 3 months following and including the beginning of the companies that make up Performance Period subtracted from the list weighted average closing sale price of companies included in common stock during the Standard & Poor’s 100 of similarly designed performance based restricted stock units granted by 3 months prior to and including the Compensation Committee earlier in the calendar year end of the grant datePerformance Period, and regardless of plus any subsequent change after dividends paid or payable with respect to an ex-dividend date that occurs during the grant datePerformance Period; and (c2) A denominator that is the average closing sale price of common stock during the 3 months following and including the beginning of the Performance Period. (d) For purposes of determining TSR of any company (including the Corporation): (1) Any dividend paid or payable in cash shall be valued at its cash amount (without any deemed reinvestmentreinvestment and without any adjustments for applicable taxes or tax withholding). 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 ex-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 on the grant date 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. (d3) Performance Period is The Compensation Committee may equitably adjust a company's TSR for equity restructuring transactions such as, but not limited to, a stock split, combination of shares, extraordinary dividend of cash and/or assets, recapitalization or reorganization. (4) Any company included in the period beginning on January 22, 2010 and ending on January 22, 2013. If January 22, 2013 falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end Tech 15 TSR on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last grant date that the has a price of stock or a price of a security backed by stock that is quoted on a national securities exchangeexchange in the United States and on a national securities exchange outside the United States will be factored into the median calculation based on its price of stock or a price of a security backed by stock quoted on the national securities exchange in the United States. (e) Performance Period is the same performance period of similarly designed performance based restricted stock units granted by the Compensation Committee earlier in the calendar year of the grant date.

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 Tech 15 (“CG Tech 15 TSR”) at the end of the Performance Period, as those terms are defined below. The minimum conversion rate shall be 3350% 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 CG Tech 15 TSR are within 1 percentage point, the conversion rate shall be 100%. If the Intel TSR is less than the CG Tech 15 TSR, the conversion rate shall be 100% minus two and half times the difference in percentage points. If the Intel TSR is greater than the CG Tech 15 TSR, the conversion rate shall be 100% plus three five 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 Tech 15 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 8075%, so that your RSUs convert into the right to receive 8075% of the Target Number of Shares. If the Intel TSR is 105%, the difference is 5 percentage points and the conversion rate is 115125%, so that your RSUs convert into the right to receive 115125% of the Target Number of Shares. (a) Intel TSR is a percentage (to the third decimal point) derived by: (1) A numerator that is difference between the average closing sale price of Common Stock on during the 6 months prior to and including the grant date subtracted from the average closing sale price of Common Stock during the 6 months prior to and including 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 average closing sale price of Common Stock on during the 6 months prior to and including the grant date. (b) CG Tech 15 TSR is the average median TSR of the fifteen technology companies included in the Corporation’s peer group for determining executive compensation, as determined by the Compensation Committee prior to the grant date, and regardless of any subsequent change after the grant date. TSR of each stock for purposes of the Tech 15 TSR and is a percentage (to the S&P 100 TSR wherethird decimal point) derived by: (1) TSR of each stock A numerator that is a. the difference between the weighted average closing sale price on of common stock during the 6 months prior to and including the grant date subtracted from the weighted average closing sale price of common stock during the 6 months prior to and including 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;; and (2) Tech 15 TSR A denominator that is the median TSR average closing sale price of common stock during 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, 6 months prior to 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 date, and regardless of any subsequent change after including the grant date; and (c) For purposes of determining TSR of any company (including the Corporation): (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 on the grant date 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. (3) The Compensation Committee may equitably adjust a company's TSR for equity restructuring transactions such as, but not limited to, a stock split, combination of shares, extraordinary dividend of cash and/or assets, recapitalization or reorganization. (d) Performance Period is the period beginning on January 22, 2010 with the grant date and ending three years later on January 22, 2013the third anniversary of the grant date. If January 22, 2013 the third anniversary of the grant date falls on a weekend or any other day on which the NASDAQ is not open, the Performance Period shall end on the next following NASDAQ business day. If for any reason the Corporation (including any successor corporation) ceases to have its stock price quoted on a national securities exchange, the Performance Period shall end as of the last date that the stock price is quoted on a national securities exchange.