Exhibit 10.20
INTEL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE 2006 EQUITY INCENTIVE PLAN
(for options granted after May 17, 2006 under the ELTSOP
option program)
1. TERMS OF OPTION
This Nonqualified Stock Option Agreement (this
"Agreement"), the Notice of Grant of Stock Options
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, set
forth the terms of your option identified in the Notice
of Grant for grants formerly known as ELTSOP grants. As
used herein, the "Corporation" shall mean Intel
Corporation and its Subsidiaries.
2. NONQUALIFIED STOCK OPTION
This option is not intended to be an incentive stock
option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and will be interpreted
accordingly.
3. OPTION PRICE
The exercise price of this option (the "option price")
is 100% of the market value of the common stock of Intel
Corporation ("Intel"), $.001 par value (the "Common
Stock"), on the date of grant, as specified in the
Notice of Grant. "Market value" means the average of
the highest and lowest sales prices of the Common Stock
as reported by NASDAQ.
4. TERM OF OPTION AND EXERCISE OF OPTION
To the extent the option has become exercisable (vested)
during the periods indicated in the Notice of Grant and
has not been previously exercised, and subject to
termination or acceleration as provided in this
Agreement and the requirements of this Agreement, the
Notice of Grant and the 2006 Plan, you may exercise the
option to purchase up to the number of shares of the
Common Stock set forth in the Notice of Grant.
Notwithstanding anything to the contrary in Section 5 or
Sections 7 through 9 hereof, no part of the option may
be exercised after ten (10) years from the date of
grant.
The process for exercising the option (or any part
thereof) is governed by this Agreement, the Notice of
Grant, the 2006 Plan and your agreements with Intel's
stock plan administrator. Exercises of stock options
will be processed as soon as practicable. The option
price may be paid (a) in cash, (b) by arrangement with
Intel's stock plan administrator which is acceptable to
Intel where payment of the option price is made pursuant
to an irrevocable direction to the broker to deliver all
or part of the proceeds from the sale of the shares of
the Common Stock issuable under the option to Intel, (c)
by delivery of any other lawful consideration approved
in advance by the Committee of the Board of Directors of
Intel established pursuant to the 2006 Plan (the
"Committee") or its delegate, or (d) in any combination
of the foregoing. Fractional shares may not be
exercised. Shares of the Common Stock will be issued as
soon as practicable. You will have the rights of a
stockholder only after the shares of the Common Stock
have been issued. For administrative or other reasons,
Intel may from time to time suspend the ability of
employees to exercise options for limited periods of
time.
Notwithstanding the above, Intel shall not be obligated
to deliver any shares of the Common Stock if such
delivery is prohibited by the laws of the United States
or your country of residence or employment. If such
delivery is prohibited at the time that all or part of
the option is exercised, then such exercise may be made
only in accordance with Intel's "cashless exercise"
procedure, to the extent permitted under the laws of the
United States and your country of residence or
employment.
Notwithstanding anything to the contrary in this
Agreement or the applicable Notice of Grant, Intel may
reduce your unvested options if you change
classification from a full-time employee to a part-time
employee.
5. LEAVES OF ABSENCE
(a) Except as expressly provided otherwise in this
Agreement, if you take a personal leave of absence
("PLOA"), the option will be exercisable only to the
extent and during the times specified in this Section 5:
(1) If the duration of the PLOA is 365 days or less,
you may exercise any part of the option that vested
prior to the commencement of the PLOA at any time during
the PLOA. If the duration of the PLOA is greater than
365 days, any part of the option that had vested prior to
the commencement of the PLOA and that has not been
exercised will terminate on the 365th day of the PLOA.
(2) If the duration of the PLOA is less than thirty (30)
days:
a. The exercisability of any part of the option that 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); and
b. Any part of the option that had not vested at the
commencement of the PLOA and would not have vested
during the PLOA will vest in accordance with the normal
schedule indicated in the Notice of Grant and shall not
be affected by the PLOA.
(3) If the duration of the PLOA equals or exceeds thirty
(30) days, the exercisability of each part of the option
scheduled to vest after commencement of the PLOA shall be
deferred for a period of time equal to the duration of the
PLOA, however, in no event shall the term of the option be
extended beyond ten (10) years from the date of grant. If
you terminate employment after returning from the PLOA but
prior to the end of such deferral period, you shall have no
right to exercise any unvested portion of the option, except
to the extent provided otherwise in Sections 8 through 9
hereof, and such option shall terminate as of the date that
your employment terminates.
(4) If you terminate employment with the Corporation during
a PLOA:
a. Any portions of the option that had vested prior to the
commencement of the PLOA shall be exercisable in
accordance with Sections 7 through 9 hereof, as
applicable; and
b. Any portions of the option that had not vested prior to
the commencement of the PLOA shall terminate, except
to the extent provided otherwise in Sections 8
through 9 hereof.
(b) If you take an approved Leave of Absence ("LOA") other
than a PLOA under Intel Leave Guidelines, the vesting of your
options 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 OPTION FOR MISCONDUCT
If you have allegedly committed an act of misconduct as
defined in the 2006 Plan, including, but not limited to,
embezzlement, fraud, dishonesty, unauthorized disclosure
of trade secrets or confidential information, breach
of
fiduciary duty or nonpayment of an obligation owed to
the Corporation, an Authorized Officer, as defined in
the 2006 Plan, may suspend your right to exercise the
option, pending a decision by the Committee (or Board of
Directors, as the case may be) or an Authorized Officer
to terminate the option. The option cannot be exercised
during such suspension or after such termination.
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 death, Disablement (defined
below), or discharge for misconduct, you may exercise
any portion of the option that had vested on or prior to
the date of termination at any time prior to ninety (90)
days after the date of such termination. The option
shall terminate on the 90th day to the extent that it is
unexercised. All unvested stock options shall be
cancelled on the date of employment termination,
regardless of whether such employment termination is
voluntary or involuntary.
For purposes of this Section 7, your employment is not
deemed terminated if, prior to sixty (60) days after the
date of termination from the Corporation, you are
rehired by Intel or a Subsidiary on a basis that would
make you eligible for future Intel stock option grants,
nor would your transfer from Intel to any Subsidiary or
from any one Subsidiary to another, or from a Subsidiary
to Intel be deemed a termination of employment.
Further, your employment with any partnership, joint
venture or corporation not meeting the requirements of a
Subsidiary in which Intel or a Subsidiary is a party
shall be considered employment for purposes of this
provision if either (a) the entity is designated by the
Committee as a Subsidiary for purposes of this provision
or (b) you are designated as an employee of a Subsidiary
for purposes of this provision.
8. DEATH
Except as expressly provided otherwise in this
Agreement, if you die while employed by the Corporation,
the executor of your will, administrator of your estate
or any successor trustee of a grantor trust may exercise
the option, to the extent not previously exercised and
whether or not vested on the date of death, at any time
prior to 365 days from the date of death.
Except as expressly provided otherwise in this
Agreement, if you die prior to ninety (90) days after
termination of your employment with the Corporation, the
executor of your will or administrator of your estate
may exercise the option, to the extent not previously
exercised and to the extent the option had vested on or
prior to the date of your employment
termination, at any
time prior to 365 days from the date of your employment
termination.
The option shall terminate on the applicable expiration
date described in this Section 8, to the extent that it
is unexercised.
9. DISABILITY
Except as expressly provided otherwise in this
Agreement, following your termination of employment due
to Disablement, you may exercise the option, to the
extent not previously exercised and whether or not the
option had vested on or prior to the date of employment
termination, at any time prior to 365 days from the
later of the date of your termination of employment due
to your Disablement or the date of determination of your
Disablement as described in this Section 9; provided,
however, that while the claim of Disablement is pending,
options that were unvested at termination of employment
may not be exercised and options that were vested at
termination of employment may be exercised only during
the period set forth in Section 7 hereof. The option
shall terminate on the 365th day from the date of
determination of Disablement, to the extent that it is
unexercised. For purposes of this Agreement,
"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. INCOME TAXES WITHHOLDING
You will be subject to taxation in accordance with the
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, local or foreign
law, you shall make arrangements satisfactory to Intel
(or the Subsidiary that employs you, if your Subsidiary
is involved in the administration of the 2006 Plan) for
the satisfaction of any withholding tax obligations that
arise by reason of an option exercise or any sale of
shares of the Common Stock. Intel shall not be required
to issue shares of the Common Stock or to recognize any
purported transfer of shares of the Common Stock until
such obligations are satisfied. The Committee may
permit these obligations to be satisfied by having Intel
withhold a portion of the shares of the Common Stock
that otherwise would be issued to you upon exercise of
the option, or to the
extent permitted by the Committee,
by tendering shares of the Common Stock previously
acquired.
11. NON-TRANSFERABILITY OF OPTION
You may not assign or transfer this option to anyone
except pursuant to your will or upon your death to your
beneficiaries. The transferability of options is subject
to any applicable laws of your country of residence or
employment.
12. DISPUTES
The Committee or its delegate shall finally and
conclusively determine any disagreement concerning your
option.
13. AMENDMENTS
The 2006 Plan and the option may be amended or altered
by the Committee or the Board of Directors of Intel 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 options 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 options. 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 AGREEMENTS; OTHER MATTERS
(a) The provisions of this Agreement and the 2006 Plan are
incorporated into the Notice of Grant by reference.
You hereby acknowledge that a copy of the 2006 Plan
has been made available to you. Certain capitalized
terms used in this Agreement are defined in the 2006 Plan.
This Agreement, the Notice of Grant and the 2006
Plan constitute the entire understanding between
you and the Corporation regarding the option. Any
prior agreements, commitments or negotiations
concerning the option are superseded.
The grant of an option to an employee in any one
year, or at any time, does not obligate Intel or
any Subsidiary to make a grant in any future year
or in any given amount and should not create an
expectation that Intel or any Subsidiary might make
a grant in any future year or in any given amount.
(b) Options 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.
(c) Notwithstanding any other provision of this Agreement,
if any changes in the financial or tax accounting rules
applicable to the options 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 options 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) To the extent that the option refers to the Common Stock
of Intel, 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 exercise by the
holder in accord with the terms hereof.
(f) 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.
(g) Because this Agreement relates to terms and conditions
under which you may purchase Common Stock of Intel, 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 option granted
hereunder shall be brought in the state or federal courts of
competent jurisdiction in the State of California.
