exv10w2






Exhibit 10.2




INTEL CORPORATION




NON-EMPLOYEE DIRECTOR




RESTRICTED STOCK UNIT AGREEMENT




UNDER THE 2006 EQUITY INCENTIVE PLAN

(for RSUs granted after March 27, 2009 under the OSU program)





	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 the vesting date specified in
the Notice of Grant, then as of the vesting date 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”), determined by multiplying the Target Number of Shares as specified in
the Notice of Grant by the conversion rate as set forth below, and 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.
	 
	 	 	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 date set forth in your Notice of Grant, your unvested
RSUs and dividend equivalents will be cancelled.
	 
	3.	 	CONVERSION OF RSUs
	 
	 	 	The conversion rate of RSUs into the right to receive a number of shares of Common Stock
depends on the Corporation’s Total Stockholder Return (“Intel TSR”) relative to the Total
Stockholder Return of the Comparison Group (“CG TSR”) at the end of the Performance Period,
as those terms are defined below. The minimum conversion rate shall be 33% of the Target
Number of Shares as specified on the Notice of Grant and the maximum conversion rate shall
be 200% of the Target Number of Shares as specified on the Notice of Grant. If the Intel
TSR and







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	1.
	 	 
















 







	 	 	CG TSR are within 1 percentage point, the conversion rate shall be 100%. If the Intel TSR
is less than the CG TSR, the conversion rate shall be 100% minus two times the difference in
percentage points. If the Intel TSR is greater than the CG TSR, the conversion rate shall
be 100% plus three times the difference in percentage points. In the event that the
conversion rate results in the right to receive a partial share of Common Stock, the
conversion rate shall be rounded down so that the RSUs shall not convert into the right to
receive the partial share.
	 
	 	 	By way of illustration, assume the CG TSR is 100%. If the Intel TSR equals 100.5%, the
conversion rate is 100%, so that your RSUs convert into the right to receive 100% of the
Target Number of Shares. If the Intel TSR is 90%, the difference is 10 percentage points
and the conversion rate is 80%, so that your RSUs convert into the right to receive 80% of
the Target Number of Shares. If the Intel TSR is 105%, the difference is 5 percentage
points and the conversion rate is 115%, so that your RSUs convert into the right to receive
115% of the Target Number of Shares.






	 	(a)	 	Intel TSR is a percentage (to the third decimal point) derived by:






	 	(1)	 	A numerator that is difference between the closing sale price of
Common Stock on the grant date subtracted from the average closing sale price of
Common Stock during the 6 months prior to the end of the Performance Period,
plus any dividends paid or payable with respect to a record date that occurs
during the Performance Period; and
	 
	 	(2)	 	A denominator that is the closing sale price of Common Stock on
the grant date.






	 	(b)	 	CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where:






	 	(1)	 	TSR of each stock is a. the difference between the closing sale
price on the grant date subtracted from the weighted average closing sale price
during the 6 months prior to the end of the Performance Period, plus any
dividends paid or payable with respect to a record date that occurs during the
Performance Period, divided (to the third decimal point) by b. the closing sale
price on the grant date;
	 
	 	(2)	 	Tech 15 TSR is the median TSR of the fifteen technology companies
that make up the list companies included in the Tech 15 TSR of similarly
designed performance based restricted stock units granted by the Compensation
Committee earlier in the calendar year of the grant date, and regardless of any
subsequent change after the grant date;
	 
	 	(3)	 	S&P 100 TSR is the median TSR of the companies that make up the
list of companies included in the Standard & Poor’s 100 of similarly designed
performance based restricted stock units granted by the Compensation Committee
earlier in the calendar year of the grant







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	2.
	 	 
















 






	 	 	 	date, and regardless of any subsequent change after the grant date; and






	 	(c)	 	For purposes of determining TSR of any company (including the Corporation):






	 	(1)	 	Any dividend paid or payable in cash shall be valued at its cash
amount (without any deemed reinvestment). Any dividend paid in securities with
a readily ascertainable fair market value shall be valued at the market value of
the securities as of the dividend record date. Any dividend paid in other
property shall be valued based on the value assigned to such dividend by the
paying company for tax purposes.
	 
	 	(2)	 	Any company included in the Tech 15 TSR or S&P 100 TSR that does
not have a stock price that is quoted on a national securities exchange at the
end of the Performance Period will be factored into the median calculation based
on its TSR from the grant date until the last date on which its stock price was
last quoted on a national securities exchange in the United States.






	 	(d)	 	Performance Period is the period beginning with the grant date and ending three
years later on the third anniversary of the grant date. If the third anniversary of
the grant date falls on a weekend or any other day on which the NASDAQ is not open, the
Performance Period shall end on the next following NASDAQ business day. If for any
reason the Corporation (including any successor corporation) ceases to have its stock
price quoted on a national securities exchange, the Performance Period shall end as of
the last date that the stock price is quoted on a national securities exchange.






	4.	 	DIVIDEND EQUIVALENTS
	 
	 	 	Dividend equivalents will vest at the same time as their corresponding RSUs and convert into
the right to receive shares of Common Stock. Dividend equivalents will be paid on the
number of shares of the Corporation’s Common Stock into which this RSU is converted by
determining the sum of the dividends paid or payable on such number of shares of Common
Stock with respect to each record date that occurs between the Grant Date and the vesting
date specified in the Notice of Grant (without any interest or compounding), divided (to the
third decimal point) by the average of the highest and lowest sales prices of the Common
Stock as reported by NASDAQ on the last day of the Performance Period. The quotient derived
from the previous sentence shall be rounded down so that dividend equivalents will convert
into the right to receive whole shares of Common Stock.
	 
	5.	 	SETTLEMENT INTO COMMON STOCK
	 
	 	 	Shares of Common Stock will be issued or become free of restrictions as soon as practicable
following the vesting date of the RSUs and dividend equivalents, provided that you have
satisfied your tax withholding obligations as specified under Section 11 of this Agreement
and you have completed, signed and returned any







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	3.
	 	 
















 






	 	 	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 or credited to your account may include a delay in order to provide the Corporation
such time as it determines appropriate to calculate Intel TSR and CG TSR, for the Committee
(as defined below) to certify performance results, to calculate and address tax withholding
and to address other administrative matters. The number of shares of Common Stock into
which RSUs and dividend equivalents 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.
	 
	6.	 	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, whether
voluntarily or involuntarily, other than on account of death, Disablement (defined below) or
Retirement (defined below), all RSUs and dividend equivalents not then vested shall be
cancelled on the date of termination of service
	 
	7.	 	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 and dividend
equivalents will become one hundred percent (100%) vested.
	 
	8.	 	DISABILITY
	 
	 	 	Except as expressly provided otherwise in this Agreement, your RSUs and dividend equivalents
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, “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







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	4.
	 	 
















 






	 	 	injury, which renders an individual incapable of performing work in any occupation, as
determined by the Corporation.
	 
	9.	 	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.
	 
	10.	 	TAX WITHHOLDING
	 
	 	 	RSUs and dividend equivalents are taxable upon vesting (as indicated in your Notice of
Grant) or, if later, the date to which you have deferred settlement of your RSUs. To the
extent required by applicable federal, state or other law, you shall make arrangements
satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is
involved in the administration of the 2006 Plan) 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 and dividend equivalents 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 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 and dividend equivalents 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 and
dividend equivalents, 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 and dividend equivalents 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 and dividend equivalents, regardless of any action the Corporation







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	5.
	 	 
















 






	 	 	takes or any transaction pursuant to this Section with respect to any tax withholding
obligations that arise in connection with the RSUs and dividend equivalents. 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 and dividend
equivalents or the subsequent sale of any of the shares of Common Stock underlying the RSUs
and dividend equivalents that vest. The Corporation does not commit and is under no
obligation to structure the RSU program to reduce or eliminate your tax liability.
	 
	11.	 	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.
	 
	12.	 	RIGHTS AS A STOCKHOLDER
	 
	 	 	Your RSUs and dividend equivalents 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 and dividend equivalents
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 dividend equivalents and satisfaction of
all other conditions to the issuance of those shares as set forth in this Agreement. RSUs
and dividend equivalents 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 and dividend
equivalents. RSUs and dividend equivalents shall remain terminable pursuant to this
Agreement at all times until they vest and







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	6.
	 	 
















 






	 	 	convert into shares. As a condition to having the right to receive shares of Common Stock
pursuant to your RSUs and dividend equivalents, you acknowledge that unvested RSUs and
dividend equivalents shall have no value for purposes of any aspect of your employment
relationship with the Corporation.
	 
	13.	 	AMENDMENTS
	 
	 	 	The 2006 Plan and RSUs and dividend equivalents may be amended or altered by the Committee
or the Board of Directors of the Corporation to the extent provided in the 2006 Plan.
	 
	14.	 	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 and dividend
equivalents 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 and dividend equivalents 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 or any
Subsidiary might make a grant in any future year or in any given amount.
	 
	 	(c)	 	To the extent that the grant of RSUs and dividend equivalents refers to the
Common Stock of Intel Corporation, 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 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 and dividend equivalents
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 and dividend equivalents 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







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	7.
	 	 
















 






	 	 	 	RSUs and dividend equivalents 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.
	 
	 	(g)	 	Notwithstanding any other provision of this Agreement, if any changes in law or
the financial or tax accounting rules applicable to the RSUs and dividend equivalents
covered by this Agreement shall occur, the Corporation may, in its sole discretion, (1)
modify this Agreement to impose such restrictions or procedures with respect to the
RSUs and dividend equivalents (whether vested or unvested), the shares issued or
issuable pursuant to the RSUs and dividend equivalents and/or any proceeds or payments
from or relating to such shares as it determines to be necessary or appropriate to
comply with applicable law or to address, comply with or offset the economic effect to
the Corporation of any accounting or administrative matters relating thereto, or (2)
cancel and cause a forfeiture with respect to any unvested RSUs and dividend
equivalents at the time of such determination.







					
	 	 	 	 	 
	Outside Director OSU Agmt (06 EIP)
	 	8.