Exhibit 10.21
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. SIGNATURE
If you fail to electronically sign this Agreement within 180
days of the Grant Date, the options subject to your Notice
of Grant will be cancelled, except as determined by the
Corporation in its sole discretion. Signing this agreement
does not obligate you to exercise the option or purchase any
shares.
3. 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.
4. 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.
5. 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 6 or Sections 8 through 10 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.
6. 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 6:
(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 9
through 10 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 8 through 10 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 9 and 10
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.
7. 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.
8. 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 8, 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.
9. 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 9, to the extent that it is
unexercised.
10. 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 10; 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 8
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.
11. 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.
12. 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.
13. DISPUTES
The Committee or its delegate shall finally and conclusively
determine any disagreement concerning your option.
14. 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.
15. 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
xxxxxx understand that you may contact the
human resources representative responsible for your country
at the local or regional level.
16. 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.
By your electronic signature, you and Intel Corporation agree
that the options under the ELTSOP program 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 understand the terms of the options set forth
in this Agreement.
FAILURE TO ELECTRONICALLY SIGN WITHIN 180 DAYS OF THE GRANT DATE
WILL RESULT IN CANCELLATION OF THE OPTIONS (SEE SECTION 2 OF THIS
AGREEMENT).
