Exhibit 10.11
INTEL KABUSHIKI KAISHA
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE 2006 EQUITY INCENTIVE PLAN
(for RSUs granted after May 17, 2006 under the ELTSOP RSU
program)
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. SIGNATURE
If you fail to electronically sign this Agreement within 180
days of the Grant Date, the RSUs subject to your Notice of
Grant will be cancelled, except as determined by the
Corporation in its sole discretion.
3. VESTING OF RSUs
Provided that you remain continuously employed by the
Corporation or a Subsidiary on a full time basis from the
Grant Date specified in the Notice of Grant through each
vesting date specified in the Notice of Grant, 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"), specified on the Notice of
Grant with respect to such vesting date, 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. The number of shares of
Common Stock into which RSUs convert as specified in the
Notice of Grant shall be adjusted for stock splits and
similar matters as specified in and pursuant to the 2006
Plan.
RSUs will vest to the extent provided in and in accordance
with the terms of the Notice of Grant and this Agreement.
If your status as an Employee terminates for any reason
except death, or Disablement (defined below), prior to the
vesting dates set forth in your Notice of Grant, your
unvested RSUs will be cancelled.
4. CONVERSION INTO COMMON STOCK
Shares of Common Stock will be issued or become free of
restrictions as soon as practicable following vesting of the
RSUs, provided that you have satisfied your tax withholding
obligations as specified under Section 10 of this Agreement
and you have completed, signed and returned any 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 foregoing, (i) the Corporation shall not
be obligated to deliver any shares of the Common Stock
during any period when the Corporation determines that the
conversion of a RSU or the delivery of shares hereunder
would violate any laws of the United States or your country
of residence or employment and/or may issue shares subject
to any restrictive legends that, as determined by the
Corporation's counsel, is necessary to comply with
securities or other regulatory requirements, and (ii) the
date on which shares are issued may include a delay in order
to provide the Corporation such time as it determines
appropriate to address tax withholding and other
administrative matters.
5. LEAVES OF ABSENCE
(a) Except as expressly provided otherwise in this Agreement, if
you take a personal leave of absence under the Intel Leave
Guidelines ("PLOA"), your RSUs will vest only to the extent
and during the times specified in this Section 5:
(1) If the duration of the PLOA is less than thirty (30)
days:
a. The vesting date set forth in your Notice of Grant
for any RSUs that (but for this provision) would have
vested during the PLOA shall be deferred until the
first day that you return to work (i.e., the date
that the PLOA is terminated) or, if you return on a
day that the NASDAQ is not open, the next following
NASDAQ business day; and
b. The vesting date set forth in your Notice of Grant for
any RSUs that are scheduled to vest following the date
that the PLOA is terminated shall not be affected by
the PLOA.
(2) If the duration of the PLOA equals or exceeds thirty (30)
days, the vesting dates set forth in your Notice of Grant
for any RSUs that follow the commencement of the PLOA
shall be deferred beyond the dates set forth in the Notice
of Grant by a period of time equal to the duration of the
PLOA.
(3) If you terminate employment with the Corporation during a
PLOA, then in addition to the effect on the vesting dates
set forth in clause (a)(1) and (a)(2) of this Section 5,
any RSUs that had not vested prior to the commencement of
the PLOA shall be cancelled as of the date of your
termination of employment, as applicable, except to the
extent provided otherwise in Sections 8 through 10 hereof.
(b) If you take an approved Leave of Absence other than a PLOA
under Intel Leave Guidelines, the vesting of RSUs shall be
unaffected by such absence and will vest in accordance with the
schedule set forth in the Notice of Grant.
6. SUSPENSION OR TERMINATION OF RSU FOR MISCONDUCT
If at any time the Committee of the Board of Directors of
the Corporation established pursuant to the 2006 Plan (the
"Committee"), including any Subcommittee or "Authorized
Officer" (as defined in Section 8(a)(v) of the 2006 Plan)
notifies the Corporation that they reasonably believe that
you have committed an act of misconduct as described in
Section 8(a)(v) of the 2006 Plan (embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the
Corporation, breach of fiduciary duty or deliberate
disregard of Corporation rules resulting in loss, damage or
injury to the Corporation, an unauthorized disclosure of any
Corporation trade secret or confidential information, any
conduct constituting unfair competition, inducing any
customer to breach a contract with the Corporation or
inducing any principal for whom the Corporation acts as
agent to terminate such agency relationship), the vesting of
your RSUs may be suspended pending a determination of
whether an act of misconduct has been committed. If the
Corporation determines that you have committed an act of
misconduct, all RSUs not vested as of the date the
Corporation was notified that you may have committed an act
of misconduct shall be cancelled and neither you nor any
beneficiary shall be entitled to any claim with respect to
the RSUs whatsoever. Any determination by the Committee or
an Authorized Officer with respect to the foregoing shall be
final, conclusive, and binding on all interested parties.
7. TERMINATION OF EMPLOYMENT
Except as expressly provided otherwise in this Agreement, if
your employment by the Corporation terminates for any
reason, whether voluntarily or involuntarily, other than on
account of death, or Disablement (defined below), all RSUs
not then vested shall be cancelled on the date of employment
termination,
regardless of whether such employment
termination is as a result of a divestiture or otherwise.
For purposes of this Section 7, your employment with any
partnership, joint venture or corporation not meeting the
requirements of a Subsidiary in which the Corporation or a
Subsidiary is a party shall be considered employment for
purposes of this provision if either (a) an the entity is
designated by the Committee as a Subsidiary for purposes of
this provision or (b) you are specifically designated as an
employee of a Subsidiary for purposes of this provision.
For purposes of this provision, your employment is not
deemed terminated if, prior to sixty (60) days after the
date of termination from the Corporation or a Subsidiary,
you are rehired by the Corporation or a Subsidiary on a
basis that would make you eligible for future Intel RSU
grants, nor would your transfer from the Corporation to any
Subsidiary or from any one Subsidiary to another, or from a
Subsidiary to the Corporation be deemed a termination of
employment.
8. DEATH
Except as expressly provided otherwise in this Agreement, if
you die while employed by the Corporation, your RSUs will
become one hundred percent (100%) vested.
9. DISABILITY
Except as expressly provided otherwise in this Agreement, if
your employment terminates as a result of Disablement, your
RSUs will become one hundred percent (100%) vested upon the
later of the date of your termination of employment due to
your Disablement or the date of determination of your
Disablement.
For purposes of this Section 9, "Disablement" shall be
determined in accordance with the standards and procedures
of the then-current Long Term Disability Plan maintained by
the Corporation or the Subsidiary that employs you, and in
the event you are not a participant in a then-current Long
Term Disability Plan maintained by the Corporation or the
Subsidiary that employs you, "Disablement" shall have the
same meaning as disablement is defined in the Intel Long
Term Disability Plan, which is generally a physical
condition arising from an illness or injury, which renders
an individual incapable of performing work in any
occupation, as determined by the Corporation.
10. TAX WITHHOLDING
RSUs are taxable upon vesting based on the market value in
accordance with the tax laws of the country where you are
resident or employed. RSUs are taxable in accordance with
the existing or future tax laws of the country where you are
resident or employed. If you are an U.S. citizen or
expatriate, you may also be subject to U.S. tax laws.
To the extent required by applicable federal, state or other
law, you shall make arrangements satisfactory to the
Corporation (or the Subsidiary that employs you, if your
Subsidiary is involved in the administration of the 2006
Plan) for the payment and satisfaction of any income tax,
social security tax, payroll tax, social taxes, applicable
national or local taxes, or payment on account of other tax
related to withholding obligations that arise by reason of
granting of a RSU, vesting of a RSU or any sale of shares of
the Common Stock (whichever is applicable).
The Corporation shall not be required to issue or lift any
restrictions on shares of the Common Stock pursuant to your
RSUs or to recognize any purported transfer of shares of the
Common Stock until such obligations are satisfied.
Unless provided otherwise by the Committee, these
obligations will be satisfied by the Corporation withholding
a number of shares of Common Stock that would otherwise be
issued under the RSUs that the Corporation determines has a
Market Value sufficient to meet the tax withholding
obligations. In the event that the Committee provides that
these obligations will not be satisfied under the method
described in the previous sentence, you authorize UBS
Financial Services Inc., or any successor plan
administrator, to sell a number of shares of Common Stock
that are issued under the RSUs, which the Corporation
determines is sufficient to generate an amount that meets
the tax withholding obligations plus additional shares to
account for rounding and market fluctuations, and to pay
such tax withholding to the Corporation. The shares may be
sold as part of a block trade with other participants of the
2006 Plan in which all participants receive an average
price. For this purpose, "Market Value" will be calculated
as the average of the highest and lowest sales prices of the
Common Stock as reported by NASDAQ on the day your RSUs
vest. The future value of the underlying shares of Common
Stock is unknown and cannot be predicted with certainty.
You are ultimately liable and responsible for all taxes owed
by you in connection with your RSUs, regardless of any
action the Corporation takes or any transaction pursuant to
this Section 10 with respect to any tax withholding
obligations that arise in connection with the RSUs. The
Corporation makes no representation or undertaking regarding
the treatment of any tax withholding in connection with the
grant, issuance, vesting or settlement of the RSUs or the
subsequent sale of any of the shares of Common Stock
underlying the RSUs that vest. The Corporation does not
commit and is under no obligation to structure the RSU
program to reduce or eliminate your tax liability.
11. RIGHTS AS A STOCKHOLDER
Your RSUs may not be otherwise transferred or assigned,
pledged, hypothecated or otherwise disposed of in any way,
whether by operation of law or otherwise, and may not be
subject to execution, attachment or similar process. Any
attempt to transfer, assign, hypothecate or otherwise
dispose of
your RSUs other than as permitted above, shall be
void and unenforceable against the Corporation.
You will have the rights of a stockholder only after shares
of the Common Stock have been issued to you following
vesting of your RSUs and satisfaction of all other
conditions to the issuance of those shares as set forth in
this Agreement. RSUs shall not entitle you to any rights of
a stockholder of Common Stock and there are no voting or
dividend rights with respect to your RSUs. RSUs shall
remain terminable pursuant to this Agreement at all times
until they vest and convert into shares. As a condition to
having the right to receive shares of Common Stock pursuant
to your RSUs, you acknowledge that unvested RSUs shall have
no value for purposes of any aspect of your employment
relationship with the Corporation.
12. DISPUTES
Any question concerning the interpretation of this
Agreement, your Notice of Grant, the RSUs or the 2006 Plan,
any adjustments required to be made thereunder, and any
controversy that may arise under this Agreement, your Notice
of Grant, the RSUs or the 2006 Plan shall be determined by
the Committee (including any person(s) to whom the Committee
has delegated its authority) in its sole and absolute
discretion. Such decision by the Committee shall be final
and binding unless determined pursuant to Section 15(e) to
have been arbitrary and capricious.
13. AMENDMENTS
The 2006 Plan and RSUs may be amended or altered by the
Committee or the Board of Directors of the Corporation to
the extent provided in the 2006 Plan.
14. DATA PRIVACY
You explicitly and unambiguously consent to the collection,
use and transfer, in electronic or other form, of your
personal data as described in this document by the
Corporation for the exclusive purpose of implementing,
administering and managing your participation in the 2006
Plan.
You hereby understand that the Corporation holds certain
personal information about you, including, but not limited
to, your name, home address and telephone number, date of
birth, social insurance number or other identification
number, salary, nationality, job title, any shares of stock
or directorships held in the Corporation, details of all
RSUs or any other entitlement to shares of stock awarded,
canceled, exercised, vested, unvested or outstanding in your
favor, for the purpose of implementing, administering and
managing the 2006 Plan ("Data"). You hereby understand that
Data may be transferred to any third parties assisting in
the implementation, administration and management of the
2006 Plan, that these recipients may be located in your
country or elsewhere, and that the recipient's country may
have different data privacy laws and protections than your
country. You hereby understand that you may request a list
with the names and addresses of any potential recipients of
the Data by contacting your local human resources
representative. You authorize the recipients to receive,
possess, use, retain and transfer the Data, in electronic or
other form, for the purposes of implementing, administering
and managing your participation in the 2006 Plan, including
any requisite transfer of such Data as may be required to a
broker or other third party with whom you may elect to
deposit any shares of Common Stock acquired under your RSUs.
You hereby understand that Data will be held only as long as
is necessary to implement, administer and manage your
participation in the 2006 Plan. You hereby understand that
you may, at any time, view Data, request additional
information about the storage and processing of Data,
require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by
contacting in writing your local human resources
representative. You hereby understand, however, that
refusing or withdrawing your consent may affect your ability
to participate in the 2006 Plan. For more information on
the consequences of your refusal to consent or withdrawal of
consent, you hereby understand that you may contact the
human resources representative responsible for your country
at the local or regional level.
15. THE 2006 PLAN AND OTHER TERMS; OTHER MATTERS
(a) Certain capitalized terms used in this Agreement are defined
in the 2006 Plan. Any prior agreements, commitments or
negotiations concerning the RSUs are superseded by this
Agreement and your Notice of Grant. You hereby acknowledge
that a copy of the 2006 Plan has been made available to you.
The grant of RSUs to an employee in any one year, or at
any time, does not obligate the Corporation or any
Subsidiary to make a grant in any future year or in any
given amount and should not create an expectation that
the Corporation or any Subsidiary might make a grant in
any future year or in any given amount.
(b) To the extent that the grant of RSUs refers to the Common
Stock of Intel Corporation, and as required by the laws of your
country of residence or employment, only authorized but unissued
shares thereof shall be utilized for delivery upon vesting in
accord with the terms hereof.
(c) Notwithstanding any other provision of this Agreement, if
any changes in the financial or tax accounting rules applicable
to the RSUs covered by this Agreement shall occur which, in the
sole judgment of the Committee, may have an adverse effect on the
reported earnings, assets or liabilities
of the Corporation, the
Committee may, in its sole discretion, modify this Agreement or
cancel and cause a forfeiture with respect to any unvested RSUs
at the time of such determination.
(d) Nothing contained in this Agreement creates or implies an
employment contract or term of employment upon which you may
rely.
(e) Because this Agreement relates to terms and conditions under
which you may be issued shares of Common Stock of Intel
Corporation, a Delaware corporation, an essential term of this
Agreement is that it shall be governed by the laws of the State
of Delaware, without regard to choice of law principles of
Delaware or other jurisdictions. Any action, suit, or proceeding
relating to this Agreement or the RSUs granted hereunder shall be
brought in the state or federal courts of competent jurisdiction
in the State of California.
(f) Notwithstanding anything to the contrary in this Agreement
or the applicable Notice of Grant, your RSUs are subject to
reduction by the Corporation if you change your employment
classification from a full-time employee to a part-time employee.
(g) RSUs are not part of your employment contract (if any) with
the Corporation, your salary, your normal or expected
compensation, or other remuneration for any purposes, including
for purposes of computing severance pay or other termination
compensation or indemnity.
(h) In consideration of the grant of RSUs, no claim or
entitlement to compensation or damages shall arise from
termination of your RSUs or diminution in value of the RSUs or
Common Stock acquired through vested RSUs resulting from
termination of your active employment by the Corporation (for any
reason whatsoever and whether or not in breach of local labor
laws) and you hereby release the Corporation from any such claim
that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen,
then you shall be deemed irrevocably to have waived your
entitlement to pursue such claim.
(i) Notwithstanding any terms or conditions of the 2006 Plan to
the contrary, in the event of involuntary termination of your
employment (whether or not in breach of local labor laws), your
right to receive the RSUs and vest in RSUs under the 2006 Plan,
if any, will terminate effective as of the date that you are no
longer actively employed and will not be extended by any notice
period mandated under local law (e.g., active employment would
not include a period of "garden leave" or similar period pursuant
to local law); furthermore, in the event of involuntary
termination of employment (whether or not in breach of local
labor laws), your right to sell shares of Common Stock that
converted from vested RSUs after termination of
employment, if
any, will be measured by the date of termination of your active
employment and will not be extended by any notice period mandated
under local law.
(j) Notwithstanding any provision of this Agreement, the Notice
of Grant or the 2006 Plan to the contrary, if, at the time
of your termination of employment with the Corporation, you are
a "specified employee" as defined in Section 409A of the Internal
Revenue Code ("Code"), and one or more of the payments or
benefits received or to be received by you pursuant to the
RSUs would constitute deferred compensation subject to Section
409A, no such payment or benefit will be provided under the RSUs
until the earliest of (A) the date which is six (6) months
after your "separation from service" for any reason, other than
death or "disability" (as such terms are used in Section
409A(a)(2) of the Code), (B) the date of your death or
"disability" (as such term is used in Section 409A(a)(2)(C) of
the Code) or (C) the effective date of a "change in the ownership
or effective control" of the Corporation (as such term is used in
Section 409A(a)(2)(A)(v) of the Code). The provisions of this
Section 15(j) shall only apply to the extent required to
avoid your incurrence of any penalty tax or interest under
Section 409A of the Code or any regulations or Treasury guidance
promulgated thereunder. In addition, if any provision of the
RSUs would cause you to incur any penalty tax or interest under
Section 409A of the Code or any regulations or Treasury guidance
promulgated thereunder, the Corporation may reform such provision
to maintain to the maximum extent practicable the original intent
of the applicable provision without violating the provisions of
Section 409A of the Code.
(k) Copies of Intel Corporation's Annual Report to Stockholders
for its latest fiscal year and Intel Corporation's latest
quarterly report are available, without charge, at the
Corporation's business office.
By your electronic signature, you and Intel Corporation agree
that the RSUs identified in your Notice of Grant are governed by
the terms of this Agreement, the Notice of Grant and the 2006
Plan. You further acknowledge that you have read and understood
the terms of the RSUs set forth in this Agreement.
FAILURE TO ELECTRONICALLY SIGN WITHIN 180 DAYS OF THE GRANT DATE
WILL RESULT IN CANCELLATION OF THE RSUs (SEE SECTION 2 OF THIS
AGREEMENT).
