Grants of Plan-Based Awards in Fiscal Year 2008
Grants of Plan-Based Awards in Fiscal Year 2008
The following table presents equity awards and awards granted under our annual and semiannual incentive cash plans in 2008.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh)(2) |
Market Price on Grant Date ($/Sh)(2) |
Grant Date Fair Value of Stock and Option Awards ($)(3) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Award Type | Grant Date |
Approval Date |
Target ($)(1) |
Maximum ($) |
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Paul S. Otellini |
Long-Term RSU | 4/17/08 | 4/17/08 | 150,000 | 2,887,500 | |||||||||||||||
| Annual Option | 4/17/08 | 4/17/08 | 500,000 | 22.11 | 22.11 | 2,881,800 | ||||||||||||||
| Annual RSU | 4/17/08 | 4/17/08 | 70,000 | 1,455,600 | ||||||||||||||||
| Annual Cash | 4,200,000 | 10,000,000 | ||||||||||||||||||
| Semiannual Cash | 124,200 | |||||||||||||||||||
Stacy J. Smith |
Long-Term Option | 1/17/08 | 1/16/08 | 45,000 | 19.63 | 19.33 | 303,400 | |||||||||||||
| Long-Term RSU | 1/17/08 | 1/16/08 | 6,500 | 112,100 | ||||||||||||||||
| Annual Option | 4/17/08 | 4/17/08 | 235,000 | 22.11 | 22.11 | 1,354,400 | ||||||||||||||
| Annual RSU | 4/17/08 | 4/17/08 | 33,500 | 696,600 | ||||||||||||||||
| Annual Cash | 930,000 | 10,000,000 | ||||||||||||||||||
| Semiannual Cash | 38,000 | |||||||||||||||||||
Andy D. Bryant |
Annual Option | 4/17/08 | 4/17/08 | 300,000 | 22.11 | 22.11 | 1,729,100 | |||||||||||||
| Annual RSU | 4/17/08 | 4/17/08 | 43,000 | 894,100 | ||||||||||||||||
| Annual Cash | 1,410,000 | 10,000,000 | ||||||||||||||||||
| Semiannual Cash | 63,000 | |||||||||||||||||||
Sean M. Maloney |
Long-Term Option | 1/17/08 | 1/16/08 | 82,500 | 19.63 | 19.33 | 556,300 | |||||||||||||
| Long-Term RSU | 1/17/08 | 1/16/08 | 11,750 | 202,700 | ||||||||||||||||
| Annual Option | 4/17/08 | 4/17/08 | 300,000 | 22.11 | 22.11 | 1,729,100 | ||||||||||||||
| Annual RSU | 4/17/08 | 4/17/08 | 43,000 | 894,100 | ||||||||||||||||
| Annual Cash | 1,200,000 | 10,000,000 | ||||||||||||||||||
| Semiannual Cash | 53,900 | |||||||||||||||||||
David Perlmutter |
Long-Term Option | 1/17/08 | 1/16/08 | 52,500 | 19.63 | 19.33 | 354,000 | |||||||||||||
| Long-Term RSU | 1/17/08 | 1/16/08 | 5,000 | 86,200 | ||||||||||||||||
| Annual Option | 4/17/08 | 4/17/08 | 300,000 | 22.11 | 22.11 | 1,729,100 | ||||||||||||||
| Annual RSU | 4/17/08 | 4/17/08 | 43,000 | 894,100 | ||||||||||||||||
| Annual Cash | 1,095,000 | 10,000,000 | ||||||||||||||||||
| Semiannual Cash | 49,800 | |||||||||||||||||||
Annual Options and Annual RSUs.
In general, annual stock options and RSUs vest in 25% annual increments beginning one year from the date of grant. Annual stock options expire seven years from the date of grant and have an exercise price of no less than 100% of the market value of the common stock on the date of grant. Also, upon retirement, the listed officers have 365 days to exercise their options, with the exception of Mr. Otellini's 2008 awards, for which he has the full remaining life of such award to exercise upon retirement.
Long-Term Options and Long-Term RSUs.
Long-term grants generally have a five-year cliff-vesting schedule, meaning that 100% of the grant vests on the fifth anniversary of the date that the grants are awarded. Long-term stock options generally expire 10 years from the date of grant. Mr. Otellini was granted long-term RSUs in 2008, which vest in 25% annual increments beginning in 2012 as long as he remains employed by Intel. If Mr. Otellini retires from Intel after he turns 60 and before the award otherwise begins to vest in 2012, the vesting schedule of this award would be adjusted to begin on his retirement date. In that circumstance, 25% of Mr. Otellini's award would vest on his retirement date, and the award would continue to vest in 25% annual increments over the next three years.
Annual Cash.
Annual incentive cash awards are made under the Executive Officer Incentive Plan. The Compensation Committee sets the incentive baseline amount under the Executive Officer Incentive Plan annually as part of the annual performance review and compensation adjustment cycle, and this incentive baseline amount is then multiplied by a multiplier calculated at the end of the year. This plan mirrors the broad-based plan for employees, with the added feature of an individual performance adjustment.
Each corporate performance component is targeted around a score of 100%, with a minimum score of zero. The committee may adjust Intel's net income based on qualifying criteria selected by the committee in its sole discretion, as described in the plan. The methodology used to calculate Intel's net income for both absolute and relative financial performance is the same. Further details on each component follow:
- Relative Financial Component. To determine relative financial performance, the committee compares Intel's annual net income growth relative to the market, which for this purpose we define as the 15 technology peer companies plus the companies that make up the S&P 100 (excluding Intel). To determine Intel's performance relative to the market, Intel's net income percentage growth (plus one) is divided by the simple average (with each group weighted equally) of the annual net income percentage growth for the S&P 100 excluding Intel and the 15 technology peer companies (plus one). There is some overlap in the S&P 100 and the 15 technology peer companies that we have identified. We have done this intentionally to provide slightly more weighting to our relative performance compared to the technology peer companies that are also in the S&P 100. Through this component, the committee rewards executive officers for how well Intel performs compared to a broader market. While the decline of 24% in our 2008 net income affected the relative financial component, this component was affected to a lesser degree, as the broader market suffered declines as well. Therefore, our relative component dropped to 0.848 in 2008 (compared to 1.317 in 2007) for our performance relative to the market's performance.
- Absolute Financial Component. To determine absolute financial performance, Intel's current-year net income is divided by Intel's average net income over the previous three years. Due to historical volatility in earnings, the committee decided to use a rolling three-year average in the denominator so that Intel does not over- or under-compensate executive officers based on volatility in earnings. Through this component, the committee rewards executive officers for sustained performance. In 2008, Intel's net income was 23% lower than the trailing three-year average.
- Operational Component. Each year, the committee approves operational goals and their respective success criteria for measuring operational performance. The operational goals typically link to performance in several key areas, including financial performance, product design/development roadmaps, manufacturing/cost/productivity improvements, and customer satisfaction. For 2008, the committee approved 25 operational goals, allocated and grouped into the categories described in the following table, with weightings that total 100 points. The goals and success measures are defined within the first 90 days of the performance period. The scoring for each goal ranges from 0 to 1.25 based on the level of achievement reflected in Intel's confidential internal annual business plan. The results are summed and divided by 100, so that the final operational score is between 0 and 1.25. The operational goals selected by the committee are also used in the broad-based employee annual incentive cash plan and are prepared each year as part of the annual planning process for the company, so that all employees are focused on achieving the same company-wide operational results. These operational goals are derived from a process for tracking and evaluating performance; however, some goals have non-quantitative measures that require some degree of subjective evaluation. Over the past five years, operational goals have scored between 88% and 108%, with an average result of 100%. The operational goals are intended to be a practical and realistic estimate of the coming year based on the data, projections, and analyses that Intel uses in its planning processes. The scores for the year, representing Intel's achievement of the year's operational goals, are calculated by senior management and are reviewed and approved by the committee. The company scored 101% on its operational goals in 2008, down from 107% in 2007.
