Equity Compensation Plan Information

Equity Compensation Plan Information

If stockholders approve this proposal, we will add 134 million shares to the 2006 Equity Incentive Plan, for a total of 428 million shares, and extend the plan term to June 30, 2012. Information as of December 27, 2008 regarding equity compensation plans approved and not approved by stockholders is summarized in the following table (shares in millions).

Plan Category   (A)
Number of Shares to
Be Issued Upon
Exercise of
Outstanding Options
and Rights
(Millions)(1)
  (B)
Weighted
Average
Exercise Price of
Outstanding
Options
($)(2)
  (C)
Number of Shares
Remaining Available
for Future Issuance
Under Equity
Incentive Plans
(Excluding Shares
Reflected in
Column A) (Millions)
           
2006 Equity Incentive Plan           173.7(3)
2006 Stock Purchase Plan           188.0   
Equity Incentive Plans Approved by Stockholders   283.5   23.33   361.7   
Equity Incentive Plans Not Approved by Stockholders(4)   394.8   30.12   —   
Total
  678.3(5)   27.72   361.7   
(1) Includes 57.4 million and 9.9 million shares issuable upon vesting of RSUs granted under the 2006 Equity Incentive Plan and the 2004 Equity Incentive Plan, respectively. The remaining balance consists of outstanding stock option grants.
(2) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.
(3) A maximum of 168 million shares currently can be awarded as restricted stock or RSUs under the 2006 Equity Incentive Plan.
(4) Consists of shares available upon exercise of stock options granted under our 1997 Stock Option Plan, which was not required to be approved by stockholders. The 1997 Stock Option Plan was terminated as to future grants in May 2004.
(5) Total excludes 1 million shares issuable under outstanding options, with a weighted average exercise price of $17.03, originally granted under plans that we assumed in connection with acquisitions.

The 1997 Stock Option Plan (1997 Plan) provided for the grant of stock options to employees other than officers and directors. The 1997 Plan, which was not approved by stockholders, was terminated as to future grants when the 2004 Equity Incentive Plan was approved by stockholders in May 2004. The 1997 Plan is administered by the Board's Compensation Committee, which has the power to determine matters related to outstanding stock option awards under the 1997 Plan, including conditions of vesting and exercise. Stock options granted under the 1997 Plan expire no later than 10 years from the grant date. Stock options granted before 2003 under the 1997 Plan generally vest in five years, and stock options granted under the 1997 Plan in 2003 and 2004 generally vest in increments over four or five years from the date of grant. Grants to key employees may have delayed vesting, generally beginning six years from the date of grant.

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