exv10w3






Exhibit 10.3




INTEL CONFIDENTIAL




INTEL CORPORATION




2006 STOCK PURCHASE PLAN



AS AMENDED AND RESTATED EFFECTIVE JULY 19, 2011



Section 1. PURPOSE



The purpose of the Plan is to provide an opportunity for Employees of Intel Corporation, a Delaware
corporation (“Intel”) and its Participating Subsidiaries (collectively Intel and its
Participating Subsidiaries shall be referred to as the “Company”), to purchase Common Stock
of Intel and thereby to have an additional incentive to contribute to the prosperity of the
Company. It is the intention of the Company that the Plan (excluding any sub-plans thereof except
as expressly provided in the terms of such sub-plan) qualify as an “Employee Stock Purchase
Plan” under Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), and the Plan shall be administered in accordance with this intent. In addition,
the Plan authorizes the grant of options pursuant to sub-plans or special rules adopted by the
Committee designed to achieve desired tax or other objectives in particular locations outside of
the United States or to achieve other business objectives in the determination of the Committee,
which sub-plans shall not be required to comply with the requirements of Section 423 of the Code or
all of the specific provisions of the Plan, including but not limited to terms relating to
eligibility, Subscription Periods or Purchase Price.




Section 2. DEFINITIONS





	(a)	 	“Applicable Law” shall mean the legal requirements relating to the administration of
an employee stock purchase plan under applicable U.S. state corporate laws, U.S. federal and
applicable state securities laws, the Code, any stock exchange rules or regulations and the
applicable laws of any other country or jurisdiction, as such laws, rules, regulations and
requirements shall be in place from time to time.
	 
	(b)	 	“Board” shall mean the Board of Directors of Intel.
	 
	(c)	 	“Code” shall mean the Internal Revenue Code of 1986, as such is amended from time to
time, and any reference to a section of the Code shall include any successor provision of the
Code.
	 
	(d)	 	“Commencement Date” shall mean the last Trading Day prior to February 1 for the
Subscription Period commencing on February 20 and the last Trading Day prior to August 1 for
the Subscription Period commencing on August 20.
	 
	(e)	 	“Committee” shall mean the Compensation Committee of the Board or the subcommittee,
officer or officers designated by the Compensation Committee in accordance with Section 15 of
the Plan (to the extent of the duties and responsibilities delegated by the Compensation
Committee of the Board).





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	(f)	 	“Common Stock” shall mean the common stock of Intel, par value $.001 per share, or
any securities into which such Common Stock may be converted.
	 
	(g)	 	“Compensation” shall mean the total compensation paid by the Company to an Employee
with respect to a Subscription Period, including salary, commissions, overtime, shift
differentials, payouts from Intel’s Employee Cash Bonus Program (ECBP), payouts from the
Employee Bonus (EB) program, and all or any portion of any item of compensation considered by
the Company to be part of the Employee’s regular earnings, but excluding items not considered
by the Company to be part of the Employee’s regular earnings. Items excluded from the
definition of “Compensation” include but are not limited to such items as relocation bonuses,
expense reimbursements, certain bonuses paid in connection with mergers and acquisitions,
author incentives, recruitment and referral bonuses, foreign service premiums, differentials
and allowances, imputed income pursuant to Section 79 of the Code, income realized as a result
of participation in any stock option, restricted stock, restricted stock unit, stock purchase
or similar equity plan maintained by Intel or a Participating Subsidiary, and tuition and
other reimbursements. The Committee shall have the authority to determine and approve all
forms of pay to be included in the definition of Compensation and may change the definition on
a prospective basis.
	 
	(h)	 	“Effective Date” shall mean July 31, 2006.
	 
	(i)	 	“Employee” shall mean an individual classified as an employee (within the meaning of
Code Section 3401(c) and the regulations thereunder) by Intel or a Participating Subsidiary on
Intel’s or such Participating Subsidiary’s payroll records during the relevant participation
period. Notwithstanding the foregoing, no employee of Intel or a Participating Subsidiary
shall be included within the definition of “Employee” if such person’s customary employment is
for less than twenty (20) hours per week or for less than five (5) months per year.
Individuals classified as independent contractors, consultants, advisers, or members of the
Board are not considered “Employees.”
	 
	(j)	 	“Enrollment Period” shall mean, with respect to a given Subscription Period, that
period beginning on the first (1st) day of February and August and ending on the nineteenth
(19th) day of February and August during which Employees may elect to participate in order to
purchase Common Stock at the end of that Subscription Period in accordance with the terms of
this Plan. The duration and timing of Enrollment Periods may be changed or modified by the
Committee.
	 
	(k)	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time, and any reference to a section of the Exchange Act shall include any successor
provision of the Exchange Act.
	 
	(l)	 	“Market Value” on a given date of determination (e.g., a Commencement Date or
Purchase Date, as appropriate) shall mean the value of Common Stock determined as follows: (i)
if the Common Stock is listed on any established stock exchange (not including an automated
quotation system), its Market Value shall be the closing sales price for a share of the Common
Stock (or the closing bid, if no sales were reported) on the date of determination as quoted
on such exchange on which the Common Stock has





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the highest average trading volume, as reported
in The Wall Street Journal or such other source as the Committee deems reliable, or
(ii) if the Common Stock is listed on a national market system and the highest average trading
volume of the Common Stock occurs through that system, its Market Value shall be the average
of the high and the low selling prices reported on the date of determination, as reported in
The Wall Street Journal or such other source as the Committee deems reliable, or (iii)
if the Common Stock is regularly quoted by a recognized securities dealer but selling prices
are not reported, its Market Value shall be the average of the mean of the closing bid and
asked prices for the Common Stock on the date of such determination, as reported in The
Wall Street Journal or such other source as the Committee deems reliable, or, (iv) in the
absence of an established market for the Common Stock, the Market Value thereof shall be
determined in good faith by the Board.




	(m)	 	“Offering Price” shall mean the Market Value of a share of Common Stock on the
Commencement Date for a given Subscription Period.
	 
	(n)	 	“Participant” shall mean a participant in the Plan as described in Section 5 of the
Plan.
	 
	(o)	 	“Participating Subsidiary” shall mean a Subsidiary that has been designated by the
Committee in its sole discretion as eligible to participate in the Plan with respect to its
Employees.
	 
	(p)	 	“Plan” shall mean this 2006 Stock Purchase Plan, including any sub-plans or
appendices hereto.
	 
	(q)	 	“Purchase Date” shall mean the last Trading Day of each Subscription Period.
	 
	(r)	 	“Purchase Price” shall have the meaning set out in Section 8(b).
	 
	(s)	 	“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to
time, and any reference to a section of the Securities Act shall include any successor
provision of the Securities Act.
	 
	(t)	 	“Stockholder” shall mean a record holder of shares entitled to vote such shares of
Common Stock under Intel’s by-laws.
	 
	(u)	 	“Subscription Period” shall mean a period of approximately six (6) months at the end
of which an option granted pursuant to the Plan shall be exercised. The Plan shall be
implemented by a series of Subscription Periods of approximately six (6) months duration, with
new Subscription Periods commencing on each February 20 and August 20 occurring on or after
the Effective Date and ending on the last Trading Day in the six (6) month period ending on
the following August 19 and February 19, respectively. The duration and timing of Subscription
Periods may be changed or modified by the Committee.
	 
	(v)	 	“Subsidiary” shall mean any entity treated as a corporation (other than Intel) in an
unbroken chain of corporations beginning with Intel, within the meaning of Code Section





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INTEL CONFIDENTIAL





424(f), whether or not such corporation now exists or is hereafter organized or acquired by
Intel or a Subsidiary.




	(w)	 	“Trading Day” shall mean a day on which U.S. national stock exchanges and the NASDAQ
National Market System are open for trading and the Common Stock is being publicly traded on
one or more of such markets.





Section 3. ELIGIBILITY





	(a)	 	Any Employee employed by Intel or by any Participating Subsidiary on a Commencement Date
shall be eligible to participate in the Plan with respect to the Subscription Period first
following such Commencement Date, provided that the Committee may establish administrative
rules requiring that employment commence some minimum period (not to exceed 30 days) prior to
a Commencement Date to be eligible to participate with respect to such Subscription Period.
The Committee may also determine that a designated group of highly compensated Employees is
ineligible to participate in the Plan so long as the excluded category fits within the
definition of “highly compensated employee” in Code Section 414(q).
	 
	(b)	 	No Employee may participate in the Plan if immediately after an option is granted the
Employee owns or is considered to own (within the meaning of Code Section 424(d)) shares of
Common Stock, including Common Stock which the Employee may purchase by conversion of
convertible securities or under outstanding options granted by Intel or its Subsidiaries,
possessing five percent (5%) or more of the total combined voting power or value of all
classes of stock of Intel or of any of its Subsidiaries. All Employees who participate in the
Plan shall have the same rights and privileges under the Plan, except for differences that may
be mandated by local law and that are consistent with Code Section 423(b)(5); provided that
individuals participating in a sub-plan adopted pursuant to Section 17 which is not designed
to qualify under Code section 423 need not have the same rights and privileges as Employees
participating in the Code section 423 Plan. No Employee may participate in more than one
Subscription Period at a time.





Section 4. SUBSCRIPTION PERIODS



The Plan shall generally be implemented by a series of six (6) month Subscription Periods with new
Subscription Periods commencing on each February 20 and August 20 and ending on the last Trading
Day in the six (6) month periods ending on the following August 19 and February 19, respectively,
or on such other date as the Committee shall determine, and continuing thereafter until the Plan is
terminated pursuant to Section 14 hereof. The first Subscription Period shall commence on August
21, 2006 and shall end on the last Trading Day on or before February 19, 2007. The Committee shall
have the authority to change the frequency and/or duration of Subscription Periods (including the
commencement dates thereof) with respect to future Subscription Periods if such change is announced
at least thirty (30) days prior to the scheduled occurrence of the first Commencement Date to be
affected thereafter.




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Section 5. PARTICIPATION





	(a)	 	An Employee who is eligible to participate in the Plan in accordance with its terms on a
Commencement Date shall automatically receive an option in accordance with Section 8(a) and
may become a Participant by completing and submitting, on or before the date prescribed by the
Committee with respect to a given Subscription Period, a completed payroll deduction
authorization and Plan enrollment form provided by Intel or its Participating Subsidiaries or
by following an electronic or other enrollment process as prescribed by the Committee. An
eligible Employee may authorize payroll deductions at the rate of any whole percentage of the
Employee’s Compensation, not to be less than two percent (2%) and not to exceed five percent
(5%) of the Employee’s Compensation (or such other percentages as the Committee may establish
from time to time before a Commencement Date) of such Employee’s Compensation on each payday
during the Subscription Period. All payroll deductions will be held in a general corporate
account or a trust account. No interest shall be paid or credited to the Participant with
respect to such payroll deductions. Intel shall maintain or cause to be maintained a separate
bookkeeping account for each Participant under the Plan and the amount of each Participant’s
payroll deductions shall be credited to such account. A Participant may not make any
additional payments into such account, unless payroll deductions are prohibited under
Applicable Law, in which case the provisions of Section 5(b) of the Plan shall apply.
	 
	(b)	 	Notwithstanding any other provisions of the Plan to the contrary, in locations where local
law prohibits payroll deductions, an eligible Employee may elect to participate through
contributions to his or her account under the Plan in a form acceptable to the Committee. In
such event, any such Employees shall be deemed to be participating in a sub-plan, unless the
Committee otherwise expressly provides that such Employees shall be treated as participating
in the Plan. All such contributions will be held in a general corporate account or a trust
account. No interest shall be paid or credited to the Participant with respect to such
contributions.
	 
	(c)	 	Under procedures and at times established by the Committee, a Participant may withdraw from
the Plan during a Subscription Period, by completing and filing a new payroll deduction
authorization and Plan enrollment form with the Company or by following
electronic or other procedures prescribed by the Committee. If a Participant withdraws from
the Plan during a Subscription Period, his or her accumulated payroll deductions will be
refunded to the Participant without interest, his or her right to participate in the current
Subscription Period will be automatically terminated and no further payroll deductions for
the purchase of Common Stock will be made during the Subscription Period. Any Participant
who wishes to withdraw from the Plan during a Subscription Period, must complete the
withdrawal procedures prescribed by the Committee before the last forty-eight (48) hours of
such Subscription Period, subject to any changes to the rules established by the Committee
pertaining to the timing of withdrawals, limiting the frequency with which Participants may
withdraw and re-enroll in the Plan and may impose a waiting period on Participants wishing
to re-enroll following withdrawal.





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	(d)	 	A Participant may not increase his or her rate of contribution through payroll deductions or
otherwise during a given Subscription Period. A Participant may decrease his or her rate of
contribution through payroll deductions one time only during a given Subscription Period and
only during an open enrollment period or such other times specified by the Committee by filing
a new payroll deduction authorization and Plan enrollment form or by following electronic or
other procedures prescribed by the Committee. If a Participant has not followed such
procedures to change the rate of contribution, the rate of contribution shall continue at the
originally elected rate throughout the Subscription Period and future Subscription Periods;
unless the Committee reduces the maximum rate of contribution provided in Section 5(a) and a
Participant’s rate of contribution exceeds the reduced maximum rate of contribution, in which
case the rate of contribution shall continue at the reduced maximum rate of contribution.
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the
Code for a given calendar year, the Committee may reduce a Participant’s payroll deductions to
zero percent (0%) at any time during a Subscription Period scheduled to end during such
calendar year. Payroll deductions shall re-commence at the rate provided in such Participant’s
enrollment form at the beginning of the first Subscription Period which is scheduled to end in
the following calendar year, unless terminated by the Participant as provided in Section 5(c).





Section 6. TERMINATION OF EMPLOYMENT



In the event any Participant terminates employment with Intel and its Participating Subsidiaries
for any reason (including death) prior to the expiration of a Subscription Period, the
Participant’s participation in the Plan shall terminate and all amounts credited to the
Participant’s account shall be paid to the Participant or, in the case of death, to the
Participant’s heirs or estate, without interest. Whether a termination of employment has occurred
shall be determined by the Committee. If a Participant’s termination of employment occurs within a
certain period of time as specified by the Committee (not to exceed 30 days) prior to the Purchase
Date of the Subscription Period then in progress, his or her option for the purchase of shares of
Common Stock will be exercised on such Purchase Date in accordance with Section 9 as if such
Participant were still employed by the Company. Following the purchase of shares on such Purchase
Date, the Participant’s participation in the Plan shall terminate and all amounts credited to the
Participant’s account shall be paid to the Participant or, in the case of death, to the
Participant’s heirs or estate, without interest. The Committee may also establish rules regarding
when leaves
of absence or changes of employment status will be considered to be a termination of employment,
including rules regarding transfer of employment among Participating Subsidiaries, Subsidiaries and
Intel, and the Committee may establish termination-of-employment procedures for this Plan that are
independent of similar rules established under other benefit plans of Intel and its Subsidiaries;
provided that such procedures are not in conflict with the requirements of Section 423 of the Code.




Section 7. STOCK



Subject to adjustment as set forth in Section 11, the maximum number of shares of Common Stock
which may be issued pursuant to the Plan shall be three hundred seventy-three million




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(373,000,000)
shares. Notwithstanding the above, subject to adjustment as set forth in Section 11, the maximum
number of shares that may be purchased by any Employee in a given Subscription Period shall be
seventy two thousand (72,000) shares of Common Stock. If, on a given Purchase Date, the number of
shares with respect to which options are to be exercised exceeds either maximum, the Committee
shall make, as applicable, such adjustment or pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall determine to be
equitable.




Section 8. OFFERING





	(a)	 	On the Commencement Date relating to each Subscription Period, each eligible Employee,
whether or not such Employee has elected to participate as provided in Section 5(a), shall be
granted an option to purchase that number of whole shares of Common Stock (as adjusted as set
forth in Section 11) not to exceed seventy two thousand (72,000) shares (or such lower number
of shares as determined by the Committee), which may be purchased with the payroll deductions
accumulated on behalf of such Employee during each Subscription Period at the purchase price
specified in Section 8(b) below, subject to the additional limitation that no Employee
participating in the Plan shall be granted an option to purchase Common Stock under the Plan
if such option would permit his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423 of the Code) of Intel and its Subsidiaries to accrue
at a rate which exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Market Value
of such Common Stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time. For purposes of the Plan, an option is
“granted” on a Participant’s Commencement Date. An option will expire upon the
earliest to occur of (i) the termination of a Participant’s participation in the Plan or such
Subscription Period (ii) the beginning of a subsequent Subscription Period in which such
Participant is participating; or (iii) the termination of the Subscription Period. This
Section 8(a) shall be interpreted so as to comply with Code Section 423(b)(8).
	 
	(b)	 	The Purchase Price under each option shall be with respect to a Subscription Period the lower
of (i) a percentage (not less than eighty-five percent (85%)) established by the Committee
(“Designated Percentage”) of the Offering Price, or (ii) the Designated Percentage of
the Market Value of a share of Common Stock on the Purchase Date on which the Common Stock is
purchased; provided that the Purchase Price may be adjusted
by the Committee pursuant to Sections 11
or 12 in accordance with Section 424(a) of
the Code. The Committee may change the
Designated Percentage with respect to any
future Subscription Period, but not to
below eighty-five percent (85%), and the
Committee may determine with respect to
any prospective Subscription Period that
the option price shall be the Designated
Percentage of the Market Value of a share
of the Common Stock on the Purchase Date.





Section 9. PURCHASE OF STOCK



Unless a Participant withdraws from the Plan as provided in Section 5(c) or except as provided in
Sections 7, 12 or 14(b), upon the expiration of each Subscription Period, a Participant’s option




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shall be exercised automatically for the purchase of that number of whole shares of Common Stock
which the accumulated payroll deductions credited to the Participant’s account at that time shall
purchase at the applicable price specified in Section 8(b). Notwithstanding the foregoing, Intel or
its Participating Subsidiary may make such provisions and take such action as it deems necessary or
appropriate for the withholding of taxes and/or social insurance which Intel or its Participating
Subsidiary determines is required by Applicable Law. Each Participant, however, shall be
responsible for payment of all individual tax liabilities arising under the Plan. The shares of
Common Stock purchased upon exercise of an option hereunder shall be considered for tax purposes to
be sold to the Participant on the Purchase Date. During his or her lifetime, a Participant’s option
to purchase shares of Common Stock hereunder is exercisable only by him or her.




Section 10. PAYMENT AND DELIVERY



As soon as practicable after the exercise of an option, Intel shall deliver or cause to have
delivered to the Participant a record of the Common Stock purchased and the balance of any amount
of payroll deductions credited to the Participant’s account not used for the purchase, except as
specified below. The Committee may permit or require that shares be deposited directly with a
broker designated by the Committee or to a designated agent of the Company, and the Committee may
utilize electronic or automated methods of share transfer. The Committee may require that shares be
retained with such broker or agent for a designated period of time and/or may establish other
procedures to permit tracking of disqualifying dispositions of such shares. Intel or its
Participating Subsidiary shall retain the amount of payroll deductions used to purchase Common
Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or other Stockholder rights with
respect to shares subject to any option granted under the Plan until the shares subject to the
option have been purchased and delivered to the Participant as provided in this Section 10. The
Committee may in its discretion direct Intel to retain in a Participant’s account for the
subsequent Subscription Period any payroll deductions which are not sufficient to purchase a whole
share of Common Stock or to return such amount to the Participant. Any other amounts left over in a
Participant’s account after a Purchase Date shall be returned to the Participant without interest.




Section 11. RECAPITALIZATION



Subject to any required action by the Stockholders of Intel, if there is any change in the
outstanding shares of Common Stock because of a merger, consolidation, spin-off, reorganization,
recapitalization, dividend in property other than cash, stock split, reverse stock split, stock
dividend, liquidating dividend, combination or reclassification of the Common Stock (including any
such change in the number of shares of Common Stock effected in connection with a change in
domicile of Intel), or any similar equity restructuring transaction (as that term is used in
Accounting Standards Codification 718), the number of securities covered by each option under the
Plan which has not yet been exercised and the number of securities which have been authorized and
remain available for issuance under the Plan, as well as the maximum number of securities which may
be purchased by a Participant in a Subscription Period, and the price per share covered by each
option under the Plan which has not yet been exercised, shall be




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equitably adjusted by the Board,
and the Board shall take any further actions which may be necessary or appropriate under the
circumstances. The Board’s determinations under this Section 11 shall be conclusive and binding on
all parties.




Section 12. MERGER, LIQUIDATION, OTHER CORPORATE TRANSACTIONS





	(a)	 	In the event of the proposed liquidation or dissolution of Intel, the Subscription Period
will terminate immediately prior to the consummation of such proposed transaction, unless
otherwise provided by the Board in its sole discretion, and all outstanding options shall
automatically terminate and the amounts of all payroll deductions will be refunded without
interest to the Participants.
	 
	(b)	 	In the event of a proposed sale of all or substantially all of the assets of Intel, or the
merger or consolidation or similar combination of Intel with or into another entity, then in
the sole discretion of the Board, (1) each option shall be assumed or an equivalent option
shall be substituted by the successor corporation or parent or subsidiary of such successor
entity, (2) a date established by the Board on or before the date of consummation of such
merger, consolidation, combination or sale shall be treated as a Purchase Date, and all
outstanding options shall be exercised on such date, (3) all outstanding options shall
terminate and the accumulated payroll deductions will be refunded without interest to the
Participants, or (4) outstanding options shall continue unchanged.





Section 13. TRANSFERABILITY



Neither payroll deductions credited to a Participant’s bookkeeping account nor any rights to
exercise an option or to receive shares of Common Stock under the Plan may be voluntarily or
involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and void and without
effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or
her rights or interests under the Plan, other than as permitted by the Code, such act shall be
treated as an election by the Participant to discontinue participation in the Plan pursuant to
Section 5(c).




Section 14. AMENDMENT OR TERMINATION OF THE PLAN





	(a)	 	The Plan shall continue from the Effective Date until August 31, 2016, unless it is
terminated in accordance with Section 14(b).
	 
	(b)	 	The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the
Plan, or revise or amend it in any respect whatsoever, and the Committee may revise or amend
the Plan consistent with the exercise of its duties and responsibilities as set forth in the
Plan or any delegation under the Plan, except that, without approval of the Stockholders, no
such revision or amendment shall increase the number of shares subject to the Plan, other than
an adjustment under Section 11 of the Plan, or make other changes for which Stockholder
approval is required under Applicable Law. Upon a termination or suspension of the Plan, the
Board may in its discretion (i) return without interest, the





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payroll deductions credited to
Participants’ accounts to such Participants or (ii) set an earlier Purchase Date with respect
to a Subscription Period then in progress.



Section 15. ADMINISTRATION





	(a)	 	The Board has appointed the Compensation Committee of the Board to administer the Plan (the
“Committee”), who will serve for such period of time as the Board may specify and whom
the Board may remove at any time. The Committee will have the authority and responsibility
for the day-to-day administration of the Plan, the authority and responsibility specifically
provided in this Plan and any additional duty, responsibility and authority delegated to the
Committee by the Board, which may include any of the functions assigned to the Board in this
Plan. The Committee may delegate to a sub-committee or to an officer or officers of Intel the
day-to-day administration of the Plan. The Committee shall have full power and authority to
adopt, amend and rescind any rules and regulations which it deems desirable and appropriate
for the proper administration of the Plan, to construe and interpret the provisions and
supervise the administration of the Plan, to make factual determinations relevant to Plan
entitlements and to take all action in connection with administration of the Plan as it deems
necessary or advisable, consistent with the delegation from the Board. Decisions of the
Committee shall be final and binding upon all Participants. Any decision reduced to writing
and signed by all of the members of the Committee shall be fully effective as if it had been
made at a meeting of the Committee duly held. The Company shall pay all expenses incurred in
the administration of the Plan.
	 
	(b)	 	In addition to such other rights of indemnification as they may have as members of the Board
or officers or employees of the Company, members of the Board and of the Committee shall be
indemnified by the Company against all reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection with the Plan, or
any right granted under the Plan, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for gross negligence, bad
faith or intentional misconduct in duties; provided, however, that
within sixty (60) days after the institution of such action, suit
or proceeding, such person shall offer to the Company, in writing,
the opportunity at its own expense to handle and defend the same.





Section 16. COMMITTEE RULES FOR FOREIGN JURISDICTIONS



The Committee may adopt rules or procedures relating to the operation and administration of the
Plan to accommodate the specific requirements of local laws and procedures. Without limiting the
generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions or other contributions by Participants, payment of
interest, conversion of local currency, data privacy security, payroll tax, withholding




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procedures
and handling of stock certificates which vary with local requirements; however, if such varying
provisions are not in accordance with the provisions of Section 423(b) of the Code, including but
not limited to the requirement of Section 423(b)(5) of the Code that all options granted under the
Plan shall have the same rights and privileges unless otherwise provided under the Code and the
regulations promulgated thereunder, then the individuals affected by such varying provisions shall
be deemed to be participating under a sub-plan and not in the Plan. The Committee may also adopt
sub-plans applicable to particular Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Code section 423 and shall be deemed to be outside the scope of Code section
423 unless the terms of the sub-plan provide to the contrary. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Section 7, but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the
operation of such sub-plan. The Committee shall not be required to obtain the approval of the
Stockholders prior to the adoption, amendment or termination of any sub-plan unless required by the
laws of the foreign jurisdiction in which Employees participating in the sub-plan are located.




Section 17. SECURITIES LAWS REQUIREMENTS





	(a)	 	No option granted under the Plan may be exercised to any extent unless the shares to be
issued upon such exercise under the Plan are covered by an effective registration statement
pursuant to the Securities Act and the Plan is in material compliance with all applicable
provisions of law, domestic or foreign, including, without limitation, the Securities Act, the
Exchange Act, the rules and regulations promulgated thereunder, applicable state and foreign
securities laws and the requirements of any stock exchange upon which the Shares may then be
listed, subject to the approval of counsel for the Company with respect to such compliance. If
on a Purchase Date in any Subscription Period hereunder, the Plan is not so registered or in
such compliance, options granted under the Plan which are not in material compliance shall not
be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is
subject to such an effective registration statement and such compliance, except that the
Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in
no event be more than twenty-seven (27) months from the Commencement Date relating to such
Subscription Period. If, on the Purchase Date of any offering hereunder, as delayed to the
maximum extent permissible, the Plan is not registered and in such compliance, options
granted under the Plan which are not in material compliance shall not be exercised and all
payroll deductions accumulated during the Subscription Period (reduced to the extent, if
any, that such deductions have been used to acquire shares of Common Stock) shall be
returned to the Participants, without interest. The provisions of this Section 17 shall
comply with the requirements of Section 423(b)(5) of the Code to the extent applicable.
	 
	(b)	 	As a condition to the exercise of an option, Intel may require the person exercising such
option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for Intel, such a representation is required by any of
the aforementioned applicable provisions of law.





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July 19, 2011 Restatement




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INTEL CONFIDENTIAL




Section 18. GOVERNMENTAL REGULATIONS



This Plan and Intel’s obligation to sell and deliver shares of its stock under the Plan shall be
subject to the approval of any governmental authority required in connection with the Plan or the
authorization, issuance, sale, or delivery of stock hereunder.




Section 19. NO ENLARGEMENT OF EMPLOYEE RIGHTS



Nothing contained in this Plan shall be deemed to give any Employee or other individual the right
to be retained in the employ or service of Intel or any Participating Subsidiary or to interfere
with the right of Intel or Participating Subsidiary to discharge any Employee or other individual
at any time, for any reason or no reason, with or without notice.




Section 20. GOVERNING LAW



This Plan shall be governed by applicable laws of the State of Delaware and applicable federal law.




Section 21. EFFECTIVE DATE



This Plan shall be effective on the Effective Date, subject to approval of the Stockholders of
Intel within twelve (12) months before or after its date of adoption by the Board.




Section 22. REPORTS



Individual accounts shall be maintained for each Participant in the Plan. Statements of account
shall be made available to Participants at least annually, which statements shall set forth the
amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased
and the remaining cash balance, if any.




Section 23. DESIGNATION OF BENEFICIARY FOR OWNED SHARES



With respect to shares of Common Stock purchased by the Participant pursuant to the Plan and held
in an account maintained by Intel or its assignee on the Participant’s behalf, the Participant
may be permitted to file a written designation of beneficiary, who is to receive any shares and
cash, if any, from the Participant’s account under the Plan in the event of such Participant’s
death subsequent to the end of a Subscription Period but prior to delivery to him or her of such
shares and cash. In addition, a Participant may file a written designation of a beneficiary who is
to receive any cash from the Participant’s account under the Plan in the event of such
Participant’s death prior to the Purchase Date of a Subscription Period. If a Participant is
married and the designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective, to the extent required by local law. The Participant (and if
required under the preceding sentence, his or her spouse) may change such designation of
beneficiary at any time by written notice. Subject to local legal requirements, in the event of a
Participant’s death, Intel or its assignee shall deliver any shares of Common Stock and/or cash to
the designated beneficiary. Subject to local law, in the event of the death of a Participant and in
the absence of a beneficiary validly designated who is living at the time of such Participant’s
death,




Intel Corporation 2006 SPP

July 19, 2011 Restatement




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INTEL CONFIDENTIAL



Intel shall deliver such shares of Common Stock and/or cash to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has been appointed (to
the knowledge of Intel), Intel in its sole discretion, may deliver (or cause its assignee to
deliver) such shares of Common Stock and/or cash to the spouse, or to any one or more dependents or
relatives of the Participant, or if no spouse, dependent or relative is known to Intel, then to
such other person as Intel may determine. The provisions of this Section 23 shall in no event
require Intel to violate local law, and Intel shall be entitled to take whatever action it
reasonably concludes is desirable or appropriate in order to transfer the assets allocated to a
deceased Participant’s account in compliance with local law.




Section 24. ADDITIONAL RESTRICTIONS OF RULE 16b-3.



The terms and conditions of options granted hereunder to, and the purchase of shares of Common
Stock by, persons subject to Section 16 of the Exchange Act shall comply with the applicable
provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and
the shares of Common Stock issued upon exercise thereof shall be subject to, such additional
conditions and restrictions, if any, as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.




Section 25. NOTICES



All notices or other communications by a Participant to Intel or the Committee under or in
connection with the Plan shall be deemed to have been duly given when received in the form
specified by Intel or the Committee at the location, or by the person, designated by Intel for the
receipt thereof.




Intel Corporation 2006 SPP

July 19, 2011 Restatement





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