All of our employees, including our executive officers, are employed at will without employment agreements (subject only to the effect of local labor laws). From time to time, we have implemented voluntary separation programs to encourage headcount reduction in particular parts of the company, and these programs have offered separation payments to departing employees. However, executive officers generally have not been eligible for any of these programs, nor do we generally retain executive officers following retirement on a part-time or consultancy basis.

In accordance with a stockholder request, the Board adopted a policy to seek stockholder approval if in the future we decide that we want to enter into severance agreements with senior executives that provide benefits in an amount exceeding three times the executive's base compensation. For this purpose, "future severance agreements" means any such agreements that we may enter into after adoption of this policy by the Board in February 2003. This includes employment agreements containing severance provisions, retirement agreements, and agreements renewing, modifying, or extending such agreements, but excluding retirement plans, deferred compensation plans, early retirement programs, or similar plans or programs available to more than 50 employees on reasonably similar terms.

"Senior executive" means any of our listed officers for any of the five years preceding termination of employment. "Benefits" include lump-sum cash payments (such as payments in lieu of medical and other benefits) and the estimated present value of periodic retirement payments, fringe benefits, and consulting fees (including reimbursable expenses) to be paid to the executive. "Benefits" do not include settlement of a legal obligation, such as a cash payment in exchange for the surrender of vested stock options, or payments to settle pending or threatened litigation. "Base compensation" is determined consistent with federal regulations under Section 280G of the tax code, and generally means the executive's average W-2 compensation over the five full calendar years preceding termination of employment. The Board may in its discretion revise or terminate this policy in the future but will publicly disclose any such action on its part.

Other Potential Post-Employment Payments

SEC rules require companies to report the amount of benefits that are triggered by termination of employment. These amounts are reported in the second and third columns of the following tables under the headings "Accelerated Option Awards" and "Accelerated Stock Awards." We do not maintain arrangements for listed officers that are triggered by a change of control.

The columns in the tables below report the value of all forms of compensation that would be available to the listed officers upon the specified events, an amount that is sometimes referred to as the "walk-away" amount. This amount includes the value of vested equity awards that the listed officer is entitled to regardless of whether his employment terminated, and the value of vested deferred compensation and retirement benefits that are also reported in the tables above.

The amounts in the tables assume that the listed officer left Intel effective December 26, 2008 and are based on the price per share of Intel common stock on that date of $14.18, except that the amounts shown in the "2007 Total" column assume that the listed officer left Intel effective December 29, 2007 and are based on the price per share of Intel's common stock on that date of $26.76. Amounts actually received should any of the listed officers cease to be employed will vary based on factors such as the timing during the year of any such event, the company's stock price, the executive officer's age, and any changes to our benefit arrangements and policies.

Voluntary Termination/Retirement

Name		Accelerated Option Awards ($)		Accelerated Stock Awards ($)		Previously Vested Option Awards ($)		Deferred Compensation ($)		Pension Plan ($)		Profit Sharing Retirement Plan ($)		401(k) Plan ($)		Medical Benefits ($)(1)		2008 Total ($)		2007 Total ($)		Change in Total ($)
Paul S. Otellini		—		567,200		—		4,042,600		1,330,100		1,129,900		449,300		51,000		7,570,100		17,137,200		(9,567,100)
Stacy J. Smith		—		—		—		1,576,000		441,700		332,200		252,200		—		2,602,100		3,342,700		(740,600)
Andy D. Bryant		—		324,400		—		4,979,500		1,359,400		904,400		618,300		40,500		8,226,500		12,089,600		(3,863,100)
Sean M. Maloney		—		324,400		—		617,000		245,400		127,200		—		39,000		1,353,000		7,601,200		(6,248,200)
David Perlmutter(2)		—		313,700		—		—		1,702,900		—		—		—		2,016,600		3,601,900		(1,585,300)

(1)	Sheltered Employee Retirement Medical Account funds can be used only to pay premiums under the Intel Retiree Medical Plan.
(2)	Amounts in the "Deferred Compensation" and "Pension Plan" columns were converted to U.S. dollars at a rate of 3.87 shekels per dollar, and the amount in the "2007 Total" column was converted at a rate of 3.94 shekels per dollar.

Death or Disability

Name		Accelerated Option Awards ($)		Accelerated Stock Awards ($)		Previously Vested Option Awards ($)		Deferred Compensation ($)		Pension Plan ($)		Profit Sharing Retirement Plan ($)		401(k) Plan ($)		Medical Benefits ($)(1)		2008 Total ($)		2007 Total ($)		Change in Total ($)
Paul S. Otellini		—		3,917,200		—		4,042,600		1,330,100		1,129,900		449,300		51,000		10,920,100		35,119,100		(24,199,000)
Stacy J. Smith		—		953,600		—		1,576,000		441,700		332,200		252,200		—		3,555,700		6,222,100		(2,666,400)
Andy D. Bryant		—		1,072,400		—		4,979,500		1,359,400		904,400		618,300		40,500		8,974,500		15,698,200		(6,723,700)
Sean M. Maloney		—		1,405,600		—		617,000		245,400		127,200		—		39,000		2,434,200		12,350,600		(9,916,400)
David Perlmutter(2)		—		1,263,800		—		—		1,702,900		—		—		—		2,966,700		6,922,200		(3,955,500)

(1)	Sheltered Employee Retirement Medical Account funds can be used only to pay premiums under the Intel Retiree Medical Plan.
(2)	Amounts in the "Deferred Compensation" and "Pension Plan" columns were converted to U.S. dollars at a rate of 3.87 shekels per dollar, and the amount in the "2007 Total" column was converted at a rate of 3.94 shekels per dollar.

Equity Incentive Plans

Under our equity incentive plans, the option holder generally has 90 days to exercise options that vested on or before the date that employment ends (other than for death, disability, retirement, or discharge for misconduct). The option holder's estate may exercise vested options upon the holder's death for a period of 365 days, unless the options' expiration date occurs first. Similarly, the option holder may exercise vested options upon termination due to disability or retirement for a period of 365 days, unless the options' expiration date occurs first. Upon disability or death, all unvested options and RSUs become 100% vested. Options and RSUs are subject to retirement vesting under the rule of Age 60 or the Rule of 75, but not both. Upon retirement under the rule of Age 60, for every five years of service, the holder receives one additional year of vesting. Upon retirement under the Rule of 75, when the holder's age and years of service equal at least 75, the holder receives one additional year of vesting. Additional years of vesting means any options or RSUs scheduled to vest within the number of years from the retirement date determined under the rule of Age 60 or Rule of 75 will be vested on the holder's retirement date.

Non-Qualified Deferred Compensation Plan and Pension Plan

Each of the listed officers is fully vested in the non-qualified deferred compensation plan discussed above. If a listed officer ended employment with Intel on December 27, 2008 for any reason, the account balances set forth in the Non-Qualified Deferred Compensation table would continue to be adjusted for earnings and losses in the investment choices selected by the officer until paid, pursuant to the distribution election made by the officer. As discussed above, the amount payable under the non-qualified deferred compensation plan has been reduced to reflect the offset amount payable under the tax-qualified pension plan arrangement as of December 27, 2008. The benefit amounts set forth in the Pension Benefits table would continue to be adjusted based on actuarial assumptions until paid to the officer.

Profit Sharing Retirement Plan

Effective January 1, 2008, after two years of service, Intel's contributions vest in 20% annual increments until the participant is 100% vested after six years. Intel's contributions vest in full upon death, disability, or reaching the age of 60, regardless of years of service. All listed officers are fully vested in the value of Intel's contributions, as they each have more than six years of service to Intel. Eligible U.S. Intel retirees (including executive officers) receive a prorated profit sharing contribution for the year in which they retire. The contribution is calculated based on eligible earnings in the year of retirement.

401(k) Savings Plan

Intel does not match the participant's contributions to his or her 401(k) savings plan. Each participant is always fully vested in the value of his or her contributions under the plan.

Medical Benefits

The Intel Retiree Medical Program, which consists of the Intel Retiree Medical Plan and the Sheltered Employee Retirement Medical Account, is designed to provide access to medical coverage for eligible U.S. Intel retirees (including executive officers) and their eligible spouses or domestic partners. Intel establishes an interest-earning medical account upon retirement and provides a one-time credit of $1,500 for each year of service to eligible retirees that may be used to offset the cost of coverage under the medical plan. The goal of the medical plan is to provide access to coverage for eligible retirees age 65 and older (Medicare eligible) and eligible early retirees who are unable to purchase health insurance coverage elsewhere. All of the medical plan's costs are passed on to the enrolled members. The medical plan includes medical coverage, mental health benefits, chiropractic benefits, a prescription drug program, and vision benefits. It excludes dental coverage. Medical plan benefits vary depending on Medicare eligibility. Non-retirement post-employment coverage is made available as required by law, with the premiums paid by the participant.