exv10w1






Exhibit 10.1




INTEL CORPORATION




NON-EMPLOYEE DIRECTOR




RESTRICTED STOCK UNIT AGREEMENT




UNDER THE 2006 EQUITY INCENTIVE PLAN

(for RSUs granted after January 17, 2008)





	1.	 	TERMS OF RESTRICTED STOCK UNIT
	 
	 	 	This Restricted Stock Unit Agreement (this “Agreement”), the Notice of Grant delivered
herewith (the “Notice of Grant”) and the Intel Corporation 2006 Equity Incentive Plan (the
“2006 Plan”), as such may be amended from time to time, constitute the entire understanding
between you and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units
(“RSUs”) identified in your Notice of Grant.
	 
	2.	 	VESTING OF RSUs
	 
	 	 	Provided that you continuously serve as a member of the Corporation’s Board of Directors
from the Grant Date specified in the Notice of Grant through each vesting date specified in
the Notice of Grant, the RSUs shall vest and be converted into the right to receive the
number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”),
specified in the Notice of Grant with respect to such vesting date, except as otherwise
provided in this Agreement. If a vesting date falls on a weekend or any other day on which
the Nasdaq Stock Market (“NASDAQ”) is not open, affected RSUs shall vest on the next
following NASDAQ business day. The number of shares of Common Stock into which RSUs convert
as specified in the Notice of Grant shall be adjusted for stock splits and similar matters
as specified in and pursuant to the 2006 Plan.
	 
	 	 	RSUs will vest to the extent provided in and in accordance with the terms of the Notice of
Grant and this Agreement. If your service as a member of the Corporation’s Board of
Directors terminates for any reason except death, Disablement (defined below) or Retirement
(defined below), prior to the vesting dates set forth in your Notice of Grant, your unvested
RSUs will be cancelled.
	 
	3.	 	CONVERSION INTO COMMON STOCK
	 
	 	 	Shares of Common Stock will be issued or become free of restrictions as soon as practicable
following vesting of the RSUs, provided that you have satisfied your tax withholding
obligations as specified under Section 8 of this Agreement and you have completed, signed
and returned any documents and taken any additional action that the Corporation deems
appropriate to enable it to accomplish the





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	 	 	delivery of the shares of Common Stock. The shares of Common Stock will be issued in your
name (or may be issued to your executor or personal representative, in the event of your
death or Disablement), and may be effected by recording shares on the stock records of the
Corporation or by crediting shares in an account established on your behalf with a brokerage
firm or other custodian, in each case as determined by the Corporation. In no event will
the Corporation be obligated to issue a fractional share.
	 
	 	 	Notwithstanding the foregoing, (i) the Corporation shall not be obligated to deliver any
 shares of the Common Stock during any period when the Corporation determines that the
conversion of a RSU or the delivery of shares hereunder would violate any laws of the United
States or your country of residence or employment and/or may issue shares subject to any
restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply
with securities or other regulatory requirements, and (ii) the date on which shares are
issued may include a delay in order to provide the Corporation such time as it determines
appropriate to address tax withholding and other administrative matters.
	 
	4.	 	TERMINATION OF SERVICE AS DIRECTOR
	 
	 	 	Except as expressly provided otherwise in this Agreement, if your term of service as a
director of the Corporation’s Board of Directors terminates for any reason other than death,
Disablement (defined below), or Retirement (defined below), all RSUs not then vested shall
be cancelled on the date of termination of service.
	 
	5.	 	DEATH
	 
	 	 	Except as expressly provided otherwise in this Agreement, if you die during your term of
service as a member of the Corporation’s Board of Directors, your RSUs will become one
hundred percent (100%) vested.
	 
	6.	 	DISABILITY
	 
	 	 	Except as expressly provided otherwise in this Agreement, your RSUs will become one hundred
percent (100%) vested, if your service as a member of the Corporation’s Board of Directors
terminates due to your Disablement. For purposes of this Section 6, “Disablement” shall be
determined in accordance with the standards and procedures of the then-current Long Term
Disability Plan maintained by the Corporation, and, in the event you are not a participant
in a then-current Long Term Disability Plan maintained by the Corporation, “Disablement”
means a physical condition arising from an illness or injury, which renders an individual
incapable of performing work in any occupation.
	 
	7.	 	RETIREMENT
	 
	 	 	If you retire from service as a member of the Corporation’s Board of Directors at age 72 or
more, or with at least seven (7) years of service as a member of the






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	 	 	Corporation’s Board of Directors, your RSUs will become one hundred percent (100%) vested.
	 
	8.	 	TAX WITHHOLDING
	 
	 	 	RSUs are taxable upon vesting (the later of the date indicated in your Notice of Grant or
your election to defer to a date no later than termination of service). To the extent
required by applicable federal, state or other law, you shall make arrangements satisfactory
to the Corporation for the payment and satisfaction of any income tax, social security tax,
payroll tax, social taxes, applicable national or local taxes, or payment on account of
other tax related to withholding obligations that arise by reason of granting of a RSU,
vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable).
	 
	 	 	The Corporation shall not be required to issue or lift any restrictions on shares of the
Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the
Common Stock until such obligations are satisfied.
	 
	 	 	Unless provided otherwise by the Committee of the Board of Directors established pursuant to
the 2006 Plan (the “Committee”), these tax withholding obligations (if any) will be
satisfied by the Corporation withholding a number of shares of Common Stock that would
otherwise be issued under the RSUs that the Corporation determines has a Market Value
sufficient to meet the tax withholding obligations. In the event that the Committee
provides that these obligations will not be satisfied under the method described in the
previous sentence, you authorize UBS Financial Services Inc., or any successor plan
administrator, to sell a number of shares of Common Stock that are issued under the RSUs,
which the Corporation determines is sufficient to generate an amount that meets the tax
withholding obligations plus additional shares to account for rounding and market
fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as
part of a block trade with other participants of the 2006 Plan in which all participants
receive an average price. For this purpose, “Market Value” will be calculated as the
average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on
the day your RSUs vest. The future value of the underlying shares of Common Stock is
unknown and cannot be predicted with certainty.
	 
	 	 	You are ultimately liable and responsible for all taxes owed by you in connection with your
RSUs, regardless of any action the Corporation takes or any transaction pursuant to this
Section 8 with respect to any tax withholding obligations that arise in connection with the
RSUs. The Corporation makes no representation or undertaking regarding the treatment of any
tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or
the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The
Corporation does not commit and is under no obligation to structure the RSU program to
reduce or eliminate your tax liability.






Outside Director RSU Agmt (08 Rsmt)




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	9.	 	ELECTION TO DEFER RECEIPT OF RSU SHARES
	 
	 	 	You may elect to defer receipt of shares of Common Stock relating to an RSU beyond the
vesting dates set forth in your Notice of Grant under the rules and procedures established
separately by the Corporation. That election will allow you to defer income recognition,
until the date on which your service as a member of the Corporation’s Board of Directors
terminates for any reason. Under Internal Revenue Code Section 409A, the election to defer
under this section must be made in the calendar year prior to the year in which services
related to those RSU’s are first performed. Notwithstanding anything to the contrary in this
Agreement, shares of Common Stock will not be issued and you will not have any rights of a
stockholder in Common Stock issuable under this Agreement to the extent that you have
elected to defer the issuance and receipt of such Common Stock. If, however, your service as
a member of the Corporation’s Board of Directors terminates prior to the vesting dates set
forth in your Notice of Grant, any shares that would not have vested on your date of
termination will be cancelled regardless of your election. Notwithstanding your election to
defer made in the calendar year prior to grant, the Corporation is not obligated to make a
grant in any future year or in any given amount and should not create an expectation that
the Corporation might make a grant in any future year or in any given amount.
	 
	10.	 	RIGHTS AS A STOCKHOLDER
	 
	 	 	Your RSUs may not be otherwise transferred or assigned, pledged, hypothecated or otherwise
disposed of in any way, whether by operation of law or otherwise, and may not be subject to
execution, attachment or similar process. Any attempt to transfer, assign, hypothecate or
otherwise dispose of your RSUs other than as permitted above, shall be void and
unenforceable against the Corporation.
	 
	 	 	You will have the rights of a stockholder only after shares of the Common Stock have been
issued to you following vesting of your RSUs and satisfaction of all other conditions to the
issuance of those shares as set forth in this Agreement. RSUs shall not entitle you to any
rights of a stockholder of Common Stock and there are no voting or dividend rights with
respect to your RSUs. RSUs shall remain terminable pursuant to this Agreement at all times
until they vest and convert into shares. As a condition to having the right to receive
 shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs shall have
no value for purposes of any aspect of your employment relationship with the Corporation.
	 
	11.	 	AMENDMENTS
	 
	 	 	The 2006 Plan and RSUs may be amended or altered by the Committee or the Board of Directors
of the Corporation to the extent provided in the 2006 Plan.
	 
	12.	 	THE 2006 PLAN AND OTHER TERMS; OTHER MATTERS






	 	(a)	 	Certain capitalized terms used in this Agreement are defined in the 2006 Plan.
Any prior agreements, commitments or negotiations concerning the RSUs are superseded by
this Agreement and your Notice of Grant. You





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	 	 	 	hereby acknowledge that a copy of the 2006 Plan has been made available to you.
	 
	 	(b)	 	The grant of RSUs to you in any one year, or at any time, does not obligate the
Corporation to make a grant in any future year or in any given amount and should not
create an expectation that the Corporation might make a grant in any future year or in
any given amount.
	 
	 	(c)	 	To the extent that the grant of RSUs refers to the Common Stock of Intel
Corporation, and as required by the laws of your country of residence, only authorized
but unissued shares thereof shall be utilized for delivery upon vesting in accord with
the terms hereof.
	 
	 	(d)	 	Notwithstanding any other provision of this Agreement, if any changes in the
financial or tax accounting rules applicable to the RSUs covered by this Agreement
shall occur which, in the sole judgment of the Committee, may have an adverse effect on
the reported earnings, assets or liabilities of the Corporation, the Committee may, in
its sole discretion, modify this Agreement or cancel and cause a forfeiture with
respect to any unvested RSUs at the time of such determination.
	 
	 	(e)	 	Because this Agreement relates to terms and conditions under which you may be
issued shares of Common Stock of Intel Corporation, a Delaware corporation, an
essential term of this Agreement is that it shall be governed by the laws of the State
of Delaware, without regard to choice of law principles of Delaware or other
jurisdictions. The Committee may provide that any dispute as to this Agreement shall
be presented and determined in such forum as the Board of Directors may specify,
including through binding arbitration. Any action, suit, or proceeding relating to
this Agreement or the RSUs granted hereunder shall be brought in the state or federal
courts of competent jurisdiction in the State of California.
	 
	 	(f)	 	Copies of Intel Corporation’s Annual Report to Stockholders for its latest
fiscal year and Intel Corporation’s latest quarterly report are available, without
charge, at the Corporation’s business office.
	 
	 	(g)	 	Notwithstanding any other provision of this Agreement, if any changes in law or
the financial or tax accounting rules applicable to the RSUs 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 (whether vested or
unvested), the shares issued or issuable pursuant to the RSUs 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 at the
time of such determination.






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5