UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 6, 2006
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-06217 94-1672743
(State or other (Commission (IRS Employer
jurisdiction
of incorporation) File Number) Identification No.)
2200 Mission College Blvd., Santa Clara, 95054-1549
California
(Address of principal executive offices) (Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On July 6, 2006, the Compensation Committee of the Board
of Directors of Intel Corporation (the "Corporation")
approved the form of restricted stock unit agreements and
stock option agreements to be used in connection with
standard grants of restricted stock units ("RSUs") and stock
options to U.S employees and non-U.S. employees on a broad-
based basis ("Standard Awards"), including executive
officers of the Corporation. The Compensation Committee
also approved the form of RSU agreements and stock option
agreements to be used in connection with RSU grants and
stock option grants to executive officers pursuant to the
Corporation's Executive Long Term Stock Program ("ELTSOP
Awards").
Standard Awards and ELTSOP Awards are incentive and
retention awards made pursuant to the Corporation's
stockholder-approved 2006 Equity Incentive Plan (the "2006
Plan"). There is no material relationship between the
Corporation and recipients of ELTSOP Awards, other than in
respect of their employment with the Corporation.
The forms of Standard Awards for U.S and non-U.S. employees
set forth the terms and conditions of RSUs and stock options
granted pursuant to the 2006 Plan and the Corporation's
standard RSU and stock option programs. The forms of ELTSOP
Awards for U.S. and non-U.S. employees set forth the terms
and conditions of RSUs and stock options granted pursuant to
the 2006 Plan and the Corporation's ELTSOP RSU and stock
option programs.
The following description is qualified by reference to the
terms of the forms of RSU agreements and stock option
agreements (for Standard Awards and ELTSOP Awards) and the
Notice of Grant, copies of which are filed with this Form 8-
K, and to the terms of the 2006 Plan, a copy of which was
filed as exhibit 10.1 to the Corporation's Form 8-K dated
May 22, 2006.
Standard Awards and ELTSOP Awards of RSUs and stock options
are subject to administration and interpretation by the
committee of the Board of Directors designated pursuant to
the plan, or by its delegate. Unvested Standard Awards and
ELTSOP Awards are cancelled as of the date of employment
termination as set forth in the form of RSU and stock option
agreements. Vested stock options expire after employment
termination as set forth in the form of stock option
agreements. Standard Awards typically vest 25% annually
beginning one year after the date of grant and ELTSOP Awards
typically vest 100% five years after the date of grant,
subject to accelerated vesting upon death and Disablement.
Standard Awards, but not ELTSOP Awards, are also subject to
accelerated vesting upon Retirement. If employment is
terminated due to misconduct, Standard Awards and ELTSOP
Awards will be cancelled, such that RSUs will not convert to
shares of common stock and stock options will not be
exercisable. Until shares are issued for vested RSUs or
exercised stock options, Standard Awards and ELTSOP Awards
do not provide recipients any rights of
a stockholder and do
not accrue dividend equivalent rights. Standard and ELTSOP
Awards of RSUs are not transferable. Standard and ELTSOP
Awards of stock options are transferable at death by will or
the laws of descent and distribution or by gift to the
permitted transferees identified in the stock option
agreement. Where applicable, the Corporation uses country-
specific RSU and stock option agreements to comply with
local laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part
of this Report:
Exhibit
Number Description
10.1** Standard Terms and Conditions relating to Restricted
Stock Units granted to U.S. employees on and after
May 17, 2006 under the Intel Corporation 2006 Equity
Incentive Plan (for grants under the standard
program)
10.2** Standard International Restricted Stock Unit
Agreement under the 2006 Equity Incentive Plan (for
grants under the standard program after May 17,
2006)
10.3** Standard International Restricted Stock Unit
Agreement under the 2006 Equity Incentive Plan (for
grants under the standard program after May 17,
2006) (Requiring Electronic Signature)
10.4** Standard International Restricted Stock Unit
Agreement under the 2006 Equity Incentive Plan (for
grants under the standard program after May 17,
2006) (Requiring Signature)
10.5** Standard International Restricted Stock Unit
Agreement under the 2006 Equity Incentive Plan (for
grants in Japan under the standard program after May
17, 2006)
10.6** Standard International Restricted Stock Unit
Agreement under the 2006 Equity Incentive Plan (for
grants in Belgium under the standard program after
May 17, 2006)
10.7** Terms and Conditions relating to Restricted Stock
Units granted on and after May 17, 2006 to U.S.
employees under the Intel Corporation 2006 Equity
Incentive Plan (for grants under the ELTSOP Program)
10.8** International Restricted Stock Unit Agreement under
the 2006 Equity Incentive Plan (for grants under the
ELTSOP program after May 17, 2006)
10.9** International Restricted Stock Unit Agreement under
the 2006 Equity Incentive Plan (for grants under the
ELTSOP program after May 17, 2006) (Requiring
Electronic Signature)
10.10** International Restricted Stock Unit Agreement under
the 2006 Equity Incentive Plan (for grants under the
ELTSOP program after May 17, 2006) (Requiring
Signature)
10.11** International Restricted Stock Unit Agreement under
the 2006 Equity Incentive Plan (for grants under the
ELTSOP program in Japan after May 17, 2006)
10.12** International Restricted Stock Unit Agreement under
the 2006 Equity Incentive Plan (for grants in
Belgium under the ELTSOP program after May 17, 2006)
10.13** Form of Notice of Grant - Restricted Stock Units
10.14** Standard Terms and Conditions relating to Non-
Qualified Stock Options granted to U.S. employees on
and after May 17, 2006 under the Intel Corporation
2006 Equity Incentive Plan (for grants under the
standard program)
10.15** Standard International Nonqualified Stock Option
Agreement under the 2006 Equity Incentive Plan (for
grants under the standard program after May 17,
2006)
10.16** Standard International Nonqualified Stock Option
Agreement under the 2006 Equity Incentive Plan (for
grants under the standard program after May 17,
2006) (Requiring Electronic Signature)
10.17** Standard International Nonqualified Stock Option
Agreement under the 2006 Equity Incentive Plan (for
grants under the standard program after May 17,
2006) (Requiring Signature)
10.18** Standard International Nonqualified Stock Option
Agreement under the 2006 Equity Incentive Plan (for
grants in Japan under the standard program after May
17, 2006)
10.19** Terms and Conditions relating to Nonqualified Stock
Options granted to U.S. employees on and after May
17, 2006 under the Intel Corporation 2006 Equity
Incentive Plan (for grants under the ELTSOP Program)
10.20** International Nonqualified Stock Option Agreement
under the 2006 Equity Incentive Plan (for grants
after May 17, 2006 under the ELTSOP Program)
10.21** International Nonqualified Stock Option Agreement
under the 2006 Equity Incentive Plan (for grants
after May 17, 2006 under the ELTSOP Program)
(Requiring Electronic Signature)
10.22** International Nonqualified Stock Option Agreement
under the 2006 Equity Incentive Plan (for grants
after May 17, 2006 under the ELTSOP Program)
(Requiring Signature)
10.23** International Nonqualified Stock Option Agreement
under the 2006 Equity Incentive Plan (for grants in
Japan after May 17, 2006 under the ELTSOP Program)
10.24** Form of Notice of Grant - Nonqualified Stock Options
** Compensation plans or arrangements in which executive officers
are eligible to participate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTEL CORPORATION
(Registrant)
By: /s/ Cary I. Klafter
------------------
Cary I. Klafter
Date: July 6, 2006 Secretary