Key Terms of the 2006 Equity Incentive Plan

The following is a summary of the key provisions of the 2006 Equity Incentive Plan, as set forth and stated herein.

Plan Term:

May 16, 2006 to June 30, 2012

Eligible Participants:

All of our full-time and part-time employees, where legally eligible to participate, and our non-employee directors

Shares Authorized:

428 million shares over the term of the plan, subject to adjustment only to reflect stock splits and similar events

Award Types (available to all eligible participants, including non-employee directors):

(1)	Stock options
(2)	Restricted stock
(3)	RSUs
(4)	SARs

Award Terms:

Stock options and SARs will have a term of no longer than seven years, except that up to 10 million shares may be used for long-term retention stock option grants having a term of no longer than 10 years.

162(m) Share Limits:

Section 162(m) of the tax code requires among other things that the maximum number of shares awarded to an individual must be approved by stockholders in order for the awards granted under the plan to be eligible for treatment as performance-based compensation that will not be subject to the $1 million limitation on tax deductibility for compensation paid to specified senior executives. Accordingly, the 2006 Equity Incentive Plan limits awards granted to an individual participant in any calendar year to:

(1)	No more than 3 million shares subject to stock options or SARs to an individual participant annually.
(2)	No more than 2 million shares subject to restricted stock or RSU awards to an individual participant annually.

These limits are greater than the number of stock options or RSUs that we have granted to any individual in the past.

Other Share Limitations:

(1)	No more than 253 million shares may be issued under restricted stock and RSUs.
(2)	No more than 30,000 shares may be granted to a non-employee director in any calendar year.

Vesting:

Determined by the committee or the Board within the following limits (subject to exceptions for death, disability, or retirement):

(1)	Restricted stock or RSUs cannot vest in less than pro rata installments over three years, unless vesting is based on the achievement of performance criteria, in which case vesting is based on performance over a period of not less than one year. A total of 300,000 shares may be used for employee recognition stock awards having no minimum vesting period.
(2)	Stock options or SARs may not become exercisable in less than one year.

Not Permitted:

(1)	Granting stock options or SARs at a price below the market value of Intel stock on the date of grant.
(2)	Unless approved by stockholders, re-pricing or reducing the exercise price of an underwater stock option or SAR, or exchanging underwater stock options or SARs for other awards or cash.
(3)	Reload grants, or the granting of stock options conditional upon delivery of shares to satisfy the exercise price and/or tax withholding obligation under another employee stock option.
(4)	Adding shares back to the number available for issuance when a SAR is net settled, when shares are retained or delivered to us to pay the exercise price and/or tax obligations associated with an award, or when we repurchase shares on the open market using the proceeds from payment of the exercise price in connection with the exercise of an outstanding stock option.