exv10w17



 






Exhibit 10.17




INTEL CORPORATION

2004 EQUITY INCENTIVE PLAN



TERMS AND CONDITIONS RELATING TO NONQUALIFIED STOCK OPTIONS GRANTED ON AND AFTER JANUARY


18, 2006 UNDER THE INTEL CORPORATION 2004 EQUITY INCENTIVE PLAN FOR GRANTS FORMERLY KNOWN AS ELTSOP
GRANTS





	1.	 	TERMS OF OPTION
	 
	 	 	The following terms and conditions (these “Terms”) apply to Nonqualified Stock Options
granted to U.S. employees under the Intel Corporation 2004 Equity Incentive Plan (the “2004
Plan”) for grants formerly known as ELTSOP grants.
	 
	2.	 	NONQUALIFIED STOCK OPTION
	 
	 	 	The 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 the option (the “option price”) is 100% of the market value of the
common stock of Intel Corporation (“Intel” or the “Corporation”), $.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 these Terms and the requirements of these Terms, the Notice of
Grant and the 2004 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 these Terms, the
Notice of Grant, the 2004 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




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	 	 	approved in advance by the Committee of the Board of Directors of Intel established pursuant
to the 2004 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 during any period when Intel determines that the exercisability of the option or the
delivery of shares hereunder would violate any federal, state or other applicable laws.
	 
	 	 	Notwithstanding anything to the contrary in these Terms or the applicable Notice of Grant,
Intel may reduce your unvested options if you change classification from a full-time to a
part-time employee.
	 
	 	 	IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKDAY, YOU MUST EXERCISE YOUR OPTIONS
BEFORE 3:45 P.M. NEW YORK TIME ON THE EXPIRATION DATE.
	 
	 	 	IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKEND OR ANY OTHER DAY ON WHICH THE NEW
YORK STOCK EXCHANGE (“NYSE”) IS NOT OPEN, YOU MUST EXERCISE YOUR OPTIONS BEFORE 3:45 P.M.
NEW YORK TIME ON THE LAST NYSE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.
	 
	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




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	 	b.	 	Any part of the option that had not vested at
the commencement of the PLOA and would not have vested during the PLOA
shall 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 and 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 and 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 2004 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 2004 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.




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	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 Intel or a Subsidiary, 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 terminating 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




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	 	    	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 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
	 
	 	 	Nonqualified stock options are taxable upon exercise. To the extent required by applicable
federal, state or other law, you shall make arrangements satisfactory to Intel for the
satisfaction of any withholding tax obligations that arise by reason of an option exercise
and, if applicable, 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.	 	TRANSFERABILITY OF OPTION
	 
	 	 	Unless otherwise provided by the Committee, each option shall be transferable only






	 	(a)	 	pursuant to your will or upon your death to your beneficiaries, or
	 
	 	(b)	 	by gift to your Immediate Family (defined below), partnerships whose only
partners are you or members of your Immediate Family, limited liability companies whose
only shareholders are you or members of your Immediate Family, trusts established
solely for the benefit of you or members of your Immediate Family, or private,
charitable foundations in
which you or members of your Immediate Family control the management of the
foundation’s assets.




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For purposes of these Terms, “Immediate Family” is defined as your spouse or domestic
partner, children, grandchildren, parents or siblings.




With respect to transfers by gift, options are transferable to private, charitable
foundations only to the extent the options are vested at the time of transfer. Options may
be transferred by gift to partnerships, limited liability companies, or trusts in accordance
with subsection (b) above, whether or not vested at the time of transfer. Any purported
assignment, transfer or encumbrance that does not qualify under subsections (a) and (b)
above shall be void and unenforceable against the Corporation.




Any option transferred by you pursuant to this section shall not be transferable by the
recipient except by will or the laws of descent and distribution.




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 2004 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 2004 Plan.
	 
	14.	 	THE 2004 PLAN AND OTHER AGREEMENTS; OTHER MATTERS






	 	(a)	 	The provisions of these Terms and the 2004 Plan are incorporated into the
Notice of Grant by reference. Certain capitalized terms used in these Terms are
defined in the 2004 Plan.
	 
	 	 	 	These Terms, the Notice of Grant and the 2004 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.




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	 	(c)	 	Notwithstanding any other provision of these Standard Terms, if any changes in
the financial or tax accounting rules applicable to the options covered by these
Standard Terms 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 these Standard Terms or cancel and cause
a forfeiture with respect to any unvested options at the time of such determination.
	 
	 	(d)	 	Nothing contained in these Standard Terms 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 Corporation,
and as required by the laws of your 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)	 	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.






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