Exhibit 10.1
Listed Officer Compensation
Table 1 below sets forth the base salaries approved by the Compensation Committee (the
Committee) of the Board of Directors of Intel Corporation for 2006 for the companys Chief
Executive Officer and our four other most highly compensated executive officers in 2005 (listed
officers). The listed officers were determined in reference to the companys fiscal year ended
December 31, 2005. Each of the listed officers employment with Intel is on an at-will basis.
Table 1
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Name and Position |
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Base Salary(1) ($) |
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Craig R. Barrett |
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450,000 |
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Chairman of the Board |
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Paul S. Otellini |
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700,000 |
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President and Chief Executive Officer |
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Andy D. Bryant |
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355,000 |
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Executive Vice President |
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Chief Financial and Enterprise Services Officer |
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Sean M. Maloney |
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290,000 |
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Executive Vice President |
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General Manager, Mobility Group |
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Arvind Sodhani |
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250,000 |
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Senior Vice President and President, Intel Capital |
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(1) |
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Base salary is effective January 1, 2006. |
Each of the listed officers is eligible to receive an annual bonus (Incentive Cash Payment) under
the Executive Officer Incentive Plan (EOIP). Under the EOIP, each listed officer has an
Incentive Baseline Amount determined annually by the Committee, and that Incentive Baseline
Amount is multiplied at year-end under a formula to calculate the maximum Incentive Cash Payment
that the listed officer may receive. The result of that multiplication is the maximum that the
officer might receive as his or her Incentive Cash Payment for the year. The Committee reviews
those amounts and determines if it wants to pay them or reduce them in the Committees discretion;
the amounts cannot be increased beyond the maximum limits under the formula.
The EOIP formula for determining the maximum Incentive Cash Payments is: (1) the listed officers
Incentive Baseline Amount, times (2) Intels EPS as calculated under the EOIP (Plan EPS) times
(3) a Performance Factor number that is set each year by the Committee, all of which are further
explained below. In addition, (4) the EOIP has a cap limiting each individuals Incentive Cash
Payment to a maximum annual limit of $5,000,000, and (5) the Committee may in its discretion reduce
the amounts to be paid below those calculated by the formula. During the first quarter of each
year, the Committee determines a separate Incentive Baseline Amount for each EOIP participant and
sets a common Performance Factor for the EOIP formula. After the end of each year, the Committee
determines the Incentive Cash Payments to be paid under the EOIP for that year when the Plan EPS is
known. It is expected that the Incentive Cash Payment will be greater than the Incentive Baseline
Amount, because of the intended multiplier effect of the formula. From year to year, the incentive
payments are much more affected by the pay-for-performance effect of the multiplier than by any
adjustment in the Incentive Baseline Amount determined by the Committee.
In the EOIP formula, Plan EPS is not necessarily earnings per share for financial reporting
purposes. Plan EPS is defined as the greater of Intels operating income or Intels net income, in
each case, divided by
Intels weighted average common shares outstanding, assuming dilution. Operating income does not
include gains or losses on equity securities or interest and other income that Intel earned, and
does not include a deduction for interest expense and income taxes; as a result, Plan EPS based on
operating income generally exceeds Plan EPS based on net income.
The Committee may adjust the calculation of operating income or its net income for Plan EPS
purposes based on criteria described in the EOIP and selected by the Committee in its discretion.
These adjustments are established by the Committee during the first quarter of the year.
The Performance Factor is also set by the Committee during the first quarter of the year. When
determining the Performance Factor, the Committee considers Intels past financial performance,
Intels internal estimates of current-year financial performance, and the competitiveness of
Intels executive officers Base Salary and Incentive Baseline Amounts compared to the peer groups.
On January 18, 2006, the Compensation Committee determined a separate Incentive Baseline Amount for
each listed officer and set a common Performance Factor for the EOIP formula. After the end of
2006, the Committee will determine the Incentive Cash Payments to be paid under the EOIP for that
year when the Plan EPS is known.
Each of the listed officers also participates in the companys semiannual cash award program in
which they will receive 0.55 day of pay (calculated based on eligible earnings for the six-month
period, including one-half of Incentive Baseline Amounts as applicable) for every two percentage
points of corporate pretax margin (pretax profit as a percentage of revenue), or a total payment
expressed as days of pay based on 4% of net income divided by the current value of a worldwide day
of pay, whichever is greater. Payouts under this program are made in the first and third quarters
of the year based on corporate performance for the preceding two quarters. The plan also has a
provision for rewarding employees with an additional day of pay for each six-month period if Intel
achieves certain customer satisfaction goals under its Customer Excellence Program for the
performance period.
The listed officers are also eligible to receive stock options, restricted stock, restricted
stock units, stock appreciation rights and performance based awards under the Intel Corporation
2004 Equity Incentive Plan should the Compensation Committee determine that it is appropriate to
do so. Beginning in 2006, the listed officers received a mix of restricted stock units and stock
options. The 2006 stock option and restricted stock unit awards to the listed officers have been
disclosed on individual Forms 4 filed with the U.S. Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended. In addition, each of the listed
officers is eligible to receive company contributions to his accounts in the companys
tax-qualified and non-qualified capital accumulation/retirement plans. Company contributions to
these plans are discretionary and may vary with the companys financial performance, particularly
revenue and income. Since the amount of the company contribution to the tax-qualified plan is
limited by U.S. tax law, the excess, if any, is allocated to the individuals account in the
non-qualified plan. The amount of the 2006 company contribution to these plans will be determined
in early 2007 based on the companys performance for fiscal 2006. The listed officers may also
participate in the companys tax-qualified employee stock purchase plan, which allows participants
to acquire Intel stock at a discount price.