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 12, 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 12, 2006, the Company's Board of Directors
approved the compensation amounts payable to non-employee members
of the Board. The non-employee director cash compensation will
remain as follows: (1) the annual retainer fee is $75,000 per
year; (2) the non-Chair members of the Audit Committee fee is
$10,000 per year; (3) the Chair of the Audit Committee fee is
$20,000 per year; and (3) the fee for each of the Chairs of the
Compensation, Finance, Corporate Governance and Nominating, and
Executive Committees of the Board, and the Chair of the Company's
Sheltered Employee Retirement Plan Investment Policy Committee
is $10,000 per year. Each of the foregoing annual fees is paid
in four quarterly pro-rata installments. Non-employee directors
of the Company may elect to defer payment of all or any part of
their directors' fees or may elect to receive restricted stock
units ("RSUs") in lieu of their cash fees. A summary of the non-
employee director compensation arrangements is attached as
Exhibit 10.1 with this Form 8-K.
Also on July 12, 2006, the Company's Board of Directors
approved the grant of RSUs to each non-employee director under
the Intel Corporation 2006 Equity Incentive Plan (the "Plan").
Each director will be granted RSUs with an aggregate value of
$145,000 divided by the average of the high and low sales prices
of one share of the Company's common stock on the date of grant.
These RSU grants are to be made instead of grants of stock
options. In addition, the Lead Independent Director will
continue to be paid an additional $30,000 per year, which will be
provided in the form of RSUs instead of being paid in cash.
The following description is qualified by reference to
the terms of the form of Intel Corporation Non-Employee Director
Restricted Stock Unit Agreement and the Notice of Grant, copies
of which are attached as Exhibits 10.2 and 10.3 with this Form 8-
K, and to the terms of the Plan, a copy of which was filed as
Exhibit 10.1 to the Company's Form 8-K dated May 22, 2006. RSUs
are subject to administration and interpretation by the committee
of the Board of Directors designated pursuant to the Plan, or by
its delegate. Grants of RSUs typically vest 1/3 each year and
are 100% vested after three years. Unvested RSUs are cancelled
as of the date of termination of service as set forth in the form
of RSU agreement, subject to accelerated vesting upon death,
retirement and disablement. Unvested RSUs do not provide any
rights of a stockholder and do not accrue dividends. Non-
employee directors may elect to defer receipt of shares from
vested RSUs.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part
of this Report:
Exhibit
Number Description
10.1 Summary of Intel Corporation Non-
Employee Director Compensation
10.2 Form of Non-Employee Director
Restricted Stock Unit Agreement under
the 2006 Equity Incentive Plan (for
RSUs granted after May 17, 2006)
10.3 Form of Notice of Grant - Restricted
Stock Units (incorporated by reference
to Exhibit 10.13 of the Company's Form
8-K as filed on July 6, 2006)
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 14, 2006 Corporate Secretary