Exhibit 10.2
INTEL CORPORATION
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE 2006 EQUITY INCENTIVE PLAN
(for RSUs granted after May 17, 2006)
1. TERMS OF RESTRICTED STOCK UNIT
This Restricted Stock Unit Agreement (this
"Agreement"), the Notice of Grant delivered herewith
(the "Notice of Grant") and the Intel Corporation
2006 Equity Incentive Plan (the "2006 Plan"), as
such may be amended from time to time, constitute
the entire understanding between you and Intel
Corporation (the "Corporation") regarding the
Restricted Stock Units ("RSUs") identified in your
Notice of Grant.
2. VESTING OF RSUs
Provided that you continuously serve as a member of
the Corporation's Board of Directors from the Grant
Date specified in the Notice of Grant through 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 in 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 service as a member of the
Corporation's Board of Directors terminates for any
reason except death, Disablement (defined below) or
Retirement (defined below), prior to the vesting
dates set forth in your Notice of Grant, your
unvested RSUs will be cancelled.
3. 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 8 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.
4. TERMINATION OF SERVICE AS DIRECTOR
Except as expressly provided otherwise in this
Agreement, if your term of service as a director of
the Corporation's Board of Directors terminates for
any reason other than death, Disablement (defined
below), or Retirement (defined below), all RSUs not
then vested shall be cancelled on the date of
termination of service.
5. DEATH
Except as expressly provided otherwise in this
Agreement, if you die during your term of service as
a member of the Corporation's Board of Directors,
your RSUs will become one hundred percent (100%)
vested.
6. DISABILITY
Except as expressly provided otherwise in this
Agreement, your RSUs will become one hundred percent
(100%) vested, if your service as a member of the
Corporation's Board of Directors terminates due to
your Disablement. For purposes of this Section 6,
"Disablement" shall
be determined in accordance with
the standards and procedures of the then-current
Long Term Disability Plan maintained by the
Corporation, and, in the event you are not a
participant in a then-current Long Term Disability
Plan maintained by the Corporation, "Disablement"
means a physical condition arising from an illness
or injury, which renders an individual incapable of
performing work in any occupation.
7. RETIREMENT
If you retire from service as a member of the
Corporation's Board of Directors at age 72 or more,
or with at least seven (7) years of service as a
member of the Corporation's Board of Directors, your
RSUs will become one hundred percent (100%) vested.
8. TAX WITHHOLDING
RSUs are taxable upon vesting (the later of the date
indicated in your Notice of Grant or your election
to defer to a date no later than termination of
service). To the extent required by applicable
federal, state or other law, you shall make
arrangements satisfactory to the Corporation 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 of the
Board of Directors established pursuant to the 2006
Plan (the "Committee"), these tax withholding
obligations (if any) 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 8 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.
9. ELECTION TO DEFER RECEIPT OF RSU SHARES
You may elect to defer receipt of shares of Common
Stock relating to an RSU beyond the vesting dates
set forth in your Notice of Grant under the rules
and procedures established separately by the
Corporation. That election will allow you to defer
income recognition, until the date on which your
service as a member of the Corporation's Board of
Directors terminates for any reason. Under Internal
Revenue Code Section 409A, the election to defer
under this section must be made in the calendar year
prior to the year in which services related to those
RSU's are first performed. Notwithstanding anything
to the contrary in this Agreement, shares of Common
Stock will not be issued and you will not have any
rights of a stockholder in Common Stock issuable
under this Agreement to the extent that you have
elected to defer the issuance and receipt of such
Common Stock. If, however, your service as a member
of the Corporation's Board of Directors terminates
prior to the vesting dates set forth in your Notice
of Grant, any shares that would not have vested on
your date of termination will be cancelled
regardless of your election. Notwithstanding your
election to defer made in the calendar year prior to
grant, the Corporation is not obligated to make a
grant in any future year or in any given amount and
should not create an expectation that the
Corporation might make a grant in any future year or
in any given amount.
10. 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.
11. 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.
12. 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.
(b) The grant of RSUs to you in any one year, or at any
time, does not obligate the Corporation to make a grant
in any future year or in any given amount and should not
create an expectation that the Corporation might make a
grant in any future year or in any given amount.
(c) 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, only authorized but
unissued shares thereof shall be utilized for delivery
upon vesting in accord with the terms hereof.
(d) 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.
(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. The Committee may provide that any
dispute as to this Agreement shall be presented and
determined in such forum as the Board of Directors may
specify, including through binding arbitration. 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) 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.
