Proposal 4: Approval of an Employee Stock Option
Proposal 4: Approval of an Employee Stock Option
Exchange Program
Exchange Program
The Board of Directors is requesting that our stockholders approve an employee stock option exchange program (Option Exchange). In brief, under the Option Exchange, Intel employees (but not our listed officers) would be given the opportunity to exchange stock options with an exercise price above our 52-week high for a lesser number of new stock options that have approximately the same fair value as the options surrendered. The Board believes that the Option Exchange is in the best interest of stockholders and Intel, as new stock options received under the program will provide added incentive to motivate and retain talented employees. In addition, it will provide the opportunity to reduce our "overhang" of outstanding employee stock options and allow Intel to make better use of the compensation costs that we have already incurred from our outstanding stock option awards.
