Exhibit 10.41
INTEL
CORPORATION
2006 DEFERRAL PLAN FOR
OUTSIDE DIRECTORS
Effective November 15, 2006
Intel Corporation, a Delaware Corporation, and its Subsidiaries (hereinafter collectively
Intel or the Company) hereby amend and restate the Deferral Plan for Outside Directors,
originally adopted on July 1, 1998.
1. PURPOSE
The purpose of this Intel Corporation 2006 Deferral Plan for Outside Directors (the Plan) is
to advance the interests of the Company in such a manner as to attract, motivate and retain the
best available individuals to serve as Outside Directors (as defined herein). This Plan permits
Outside Directors to elect to defer all or part of their Directors Cash Compensation or to receive
their entire Directors Cash Compensation in the form of Restricted Stock Units (RSUs) issued
through Intels Equity Plan.
2. DEFINITIONS
(a) Beneficiary or Beneficiaries means the individuals, trusts or other entities
designated by a Participant in writing pursuant to Section 9( b)(iv) of the Plan to receive any
benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such
designation, the persons specified in Section 9(b)(v) of the Plan.
(b) Benefit means the amount credited to a Participants Cash Deferral Account pursuant to
such Participants Election Form plus dividend credits pursuant to Section 6(b).
(c) Board means the Board of Directors of the Company.
(d) Closing Price means the closing price, or last reported sales price, as the case may be
of the Companys Common Stock on the NASDAQ Stock Market , or the primary national securities
exchange on which the Common Stock is traded as of the applicable date; provided, however, that if
no closing price or last reported sales price is available for such date, Closing Price means the
closing price or last reported sales price, as the case may be, of the Companys Common Stock as of
the next most recent date for which a price is available.
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(e) Code means the Internal Revenue Code of 1986, as amended from time to time and any
reference to a section of the Code shall include any successor provision of the Code.
(f) Common Stock means the common stock of the Company.
(g). Company means Intel Corporation, a Delaware Corporation, and its Subsidiaries.
(h) Election Form means the Outside Director Annual Compensation and Restricted Stock Units
(RSUs) Election Form.
(i) Deferred Compensation Unit means a unit equal in value to one share of Common Stock and
posted to a Participants Cash Deferral Account for the purpose of measuring the Benefits payable
under the Plan. The number of Deferred Compensation Units in a Participants Cash Deferral Account
or posted to a Participants Cash Deferral Account shall be rounded to the nearest one-hundredth.
In the event that shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or another corporation (whether by
reason of merger, consolidation, recapitalization, split-up, combination of shares or otherwise),
or if the number of shares of Common Stock shall be increased through a stock split or the payment
of a stock dividend, then there shall be substituted for or added to each Deferred Compensation
Unit the number and kind of shares of stock or other securities into which each outstanding share
of Common Stock shall be so changed, or for which each such share shall be exchanged, or to which
each such share shall be entitled, as the case may be.
(j) Directors Cash Compensation of an Outside Director for any Plan Year means that
individuals total annual retainer, and any fees received for performance of the Outside Directors
functions, including fees for attendance or participation at meetings and for serving on a Board
Committee or as a Committee or Board Chair. Directors Cash Compensation for purposes of this
plan shall not include expense reimbursements or annual grants made under the Equity Plan.
(k) Early Cash Benefit Distribution Date means a date specified by the Participant in the
Election Form and which is at least twenty-four (24) full calendar months after the date the
Participants Election Form is received by the Company.
(l) Effective Date means the date on which this Plan became effective, i.e., November 15,
2006.
(m) Equity Plan means the Intel 2006 Equity Incentive Plan as amended from time to time or
any equivalent plan which permits equity grants to Outside Directors.
(n) Enrollment Period means the period from December 1 to December 31 of the calendar year
prior to the Plan Year to which an Election Form applies. The Enrollment Period for any newly
elected Outside Director shall be any time up to thirty
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(30) days
before the Outside Director takes office provided that the deferral election
shall apply only to the Directors Cash Compensation with respect to services performed after the
election.
(o) Outside Director means a member of the Board of Directors who is not an employee of the
Company.
(p) Participant means an Outside Director of the Company who has executed an Election Form
and who, if cash has been deferred, maintains a Participants Cash Deferral Account in the Plan.
(q) Participants Cash Deferral Account means the account established for each Participant
which shall be utilized solely as a device to measure and determine the amount of deferred
Directors cash compensation to be paid under the Plan
(q) Plan means the 2006 Deferral Plan for Outside Directors as set forth herein and as
amended or restated from time to time.
(r) Plan Year means January 1 through December 31.
(s) Regular Cash Distribution Date means the date on which a Termination Event occurs.
(s) RSUs means Restricted Stock Units issued through the Equity Plan. An RSU is an award of
a right to receive, in cash or stock (as determined under the Equity Plan) the market value of one
Share, the grant, issuance, retention and/or vesting of which is subject to such conditions as are
expressed in the documents(s) evidencing the award.
(t) Share shall mean a share of common stock, $.001 par value, of the Company or the number
and kind of shares of stock or other securities which shall be substituted or adjusted for such
shares as provided in Section 11 of the Equity Plan.
(u) Subsidiary means any corporation or entity in which Intel Corporation owns or controls,
directly or indirectly, fifty percent (50%) or more of the voting power or economic interests of
such corporation or entity.
(v) Termination Event means an event constituting the cessation of a Participants status
as a Director of the Company.
3. ADMINISTRATION OF THE PLAN
(a) Administration by the Company. The Company shall be responsible for the general
operation and administration of this Plan and for carrying out the provisions thereof.
( b) General Powers of Administration. The Plan shall be administered by the Company,
as determined by the Corporate Secretary or his designee or delegate. The
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Company shall be entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to this Plan. No Participant or any Beneficiary
shall have any legal or equitable interest in any asset of the Company.
(c) Interpretation. This Plan is intended to comply with the requirements of Section
409A of the Code. In the event of any lack of clarity in the terms of this Plan, it shall be
interpreted and administered in such a manner as to preserve the compliance of any Election Form
with the requirements of Section 409A.
(d) Claims Procedure. The Company shall notify a Participant in writing within ninety
(90) days of the Participants written application for benefits of his eligibility or
non-eligibility for benefits under the Plan. If the Company determines that a Participant is not
eligible for benefits or full benefits, the notice shall set forth (i) the specific reasons for
such denial, (ii) a specific reference to the provision of the Plan on which the denial is based,
(iii) description of any additional information or material necessary for the claimant to perfect
his claim, and a description of why it is needed, and an explanation of the Plans claims review
procedure and other appropriate information as to the steps to be taken if the Participant wishes
to have his claim reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Committee shall notify the Participant of the
special circumstances and the date by which a decision is expected to be made, and may extend the
time for up to an additional 90 days. If a Participant is determined by the Company to be not
eligible for benefits, or if the Participant believes that he is entitled to greater or different
benefits, he shall have the opportunity to have his claim reviewed by the Company by filing a
petition for review with the Company within sixty (60) days after receipt by him of the notice
issued by the Committee. Said petition shall state the specific reasons the Participant believes
he is entitled to benefits or greater or different benefits. Within sixty (60) days after receipt
by the Company of said petition, the Company shall afford the Participant (and his counsel, if any)
an opportunity to present his position to the Company orally or in writing, and said Participant
(or his counsel) shall have the right to review the pertinent documents, and the Company shall
notify the Participant of its decision in writing within said sixty (60) day period, stating
specifically the basis of said decision written in a manner calculated to be understood by the
Participant and the specific provisions of the Plan on which the decision is based. If, because of
the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred
for up to another sixty (60) day period at the election of the Company, but notice of this deferral
shall be given to the Participant.
4. PARTICIPATION.
(a) Eligibility to Participate. Each Outside Director may participate in this Plan.
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(b) Election to Participate. An Outside Director may become a Participant in the Plan
by electing to defer compensation in accordance with the terms of this Plan during
an Enrollment Period. An election to defer cash or receive RSUs in lieu of cash shall be executed
by completing the Election Form which must be filed with the Company before the end of the
Enrollment Period. The Election Form shall specify whether the Outside Director is electing to
defer all or part of their Directors Cash Compensation into Deferred Compensation Units or to
receive all of their Directors Cash Compensation in the form of RSUs. A person who first becomes
an Outside Director after the beginning of a Plan Year shall make a deferral election within the
first 30 days of taking office, provided that such election shall apply only to Directors Cash
Compensation with respect to services performed after the election. A deferral election made
pursuant to an Election Form shall continue in effect for each succeeding Plan Year until modified
by the Participant; provided, however, that no Early Cash Benefit Distribution contained in such
election shall be given effect unless it complies with Section 7(b) of this Plan. No modification
shall be given effect with respect to a Plan Year in which the modification is intended to apply
unless that modification is made prior to the beginning of that Plan Year. An Election Form shall
be irrevocable for a Plan Year as of the first day of such Plan Year.
(c) Cessation of Participation. Participation in the Plan shall continue until all of
the Benefits to which the Participant is entitled have been paid in full. RSUs granted in lieu of
cash will be paid out as stated in the Notice of Grant.
5. ELECTION TO RECEIVE RSUs IN LIEU OF CASH
(a) Beginning with the 2007 Plan Year, Outside Directors may elect to receive all of their
Directors Cash Compensation in the form of RSUs;
(b) The election to receive RSUs in Lieu of Cash can only be made for a Plan Year if the
Outside Director does not elect to defer cash under Section 6.
(c) The election to receive RSUs must be made before the end of the Enrollment Period for the
Plan Year. Newly eligible Outside Directors shall make an election to receive RSUs not later than
the 30th day after taking office; provided that the election shall only apply to
Directors Cash Compensation with respect to services performed after the election.
(d) RSUs in Lieu of Cash follow the vesting rules as set forth in the Equity Plan. Any
elections to further defer ownership of the Common Stock received on vesting of RSUs will be made
during the Enrollment Period on the Election Form.
6. ELECTION TO DEFER CASH INTO A PARTICIPANTS CASH DEFERRAL ACCOUNT
(a) Deferrals. If an Outside Director does not elect to receive RSUs (under Section
5) for a Plan Year, he may elect the amount of Directors Cash Compensation to be deferred into his
Participants Cash Deferral Account.
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(I) The Company shall post to the Participants Cash Deferral Account a number of
Deferred Compensation Units equivalent to the amount of Directors Cash Compensation
specified in the Election Form in effect for the Plan Year;
(II) Deferrals of Directors Cash Compensation (and the corresponding number of
Deferred Compensation Units) relating to quarterly retainers shall be posted as of the last
day of the fiscal quarter in which the Directors Cash Compensation was earned. Deferrals of
Directors Cash Compensation (and the corresponding number of Deferred Compensation Units)
relating to all other forms of Directors Cash Compensation shall be posted as of the last
day of the quarter in which the Directors Cash Compensation was earned. Participants Cash
Deferral Account shall be calculated by dividing: (i) the dollar amount of Directors Cash
Compensation deferred by (ii) the applicable Closing Price for the day as of which such
Units are posted to the Participants Cash Deferral Account.
(iii) Participant deferrals placed into the Participants Cash Deferral Account are
100% vested.
(b) Dividend Credits. The Participants Cash Deferral Account will be credited, as of
the applicable dividend payment date, with additional Deferred Compensation Units, equal to the per
share dividend declared on the Companys Common Stock times the number of Deferred Compensation
Units posted to the Participants Cash Deferral Account as of the record date with respect to the
declaration of such dividend divided by the Closing Price applicable to such record date.
(c) Participants Cash Deferral Account Value. As of any date of valuation, the
value of a Participants Cash Deferral Account will be equal to the value (at the Closing Price on
such date) of the number of shares of Common Stock represented by the Deferred Compensation Units
credited to the Participants Cash Deferral Account as of that date.
(c) Distributions. The number of Deferred Compensation Units in a Participants Cash
Deferral Account shall be debited for the amount of any distributions by dividing: (i) the dollar
amount of the distribution by (ii) the Closing Price of the Companys Common Stock applicable to
the last trading day of the month with respect to which the distribution was made.
7. PARTICIPANTS CASH DEFERRAL ACCOUNT BENEFITS
(a) Timing of Distribution. The amounts credited to a Participants Cash Deferral
Account shall be paid (or payment shall commence) within a reasonable time after the earlier of:
(i) the Early Cash Benefit Distribution Date, if the Participant has made a valid election for
early distribution of Benefits pursuant to Section 7(b) of this Plan, or (ii) the Regular Cash
Distribution Date.
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(b) Early Cash Benefit Distribution. A Participant may elect for each Plan Year an
Early Cash Benefit Distribution Date 100% of his or her
Participants Cash Deferral Account related to that Plan Year Such election shall be made on the Participants Election Form
and shall be irrevocable as to the date of distribution for the Plan Year(s) to which the Election
Form applies.
(i) No election of an Early Cash Benefit Distribution Date shall be given effect unless
such election specifies an Early Cash Benefit Distribution Date which is at least
twenty-four (24) full calendar months after the date the Participants Election Form is
received by the Company.
(ii) In the event a Participant has a Termination Event prior to his or her Early Cash
Benefit Distribution Date, his or her election of an Early Cash Benefit Distribution Date
shall not be given effect and distribution of the Participants Cash Deferral Account shall
be made in accordance with Section 7(a) without regard to Section 7(a) (i).
8. DISTRIBUTION OF CASH BENEFITS
(a) Form of Cash Benefit Distribution. Participants may elect on their Election Forms
one of the following forms of cash benefits distributions for Regular Cash Distributions:
(i) Annual installment payments over a five (5) year or a ten (10) year period; or
(ii) A lump sum distribution.
Installment payments shall be available to a Participant only in the event the Participant elects
to receive a distribution on a Regular Cash Distribution Date. Installment payments are not
available for Early Cash Benefit Distributions. In the event a Participant has failed to elect a
form of distribution, or if no record of such election can be found, the Participant shall receive
annual payments over a ten (10) year period. Except for lump sum distributions, Benefit payments
shall be a level annual amount for each calendar year, calculated using the balance in the
Participants Cash Deferral Account at the beginning of the calendar year (or, in the case of the
first calendar year, on the Early Cash Benefit Distribution Date or the Regular Cash Distribution
Date) and dividing it by the total number of annual payments remaining in the entire payment
period. The Benefits payment amount shall be adjusted at the beginning of each calendar year.
(b) Death Benefits.
(i) In the event a Participant dies after commencement of payment of Benefits, the
remaining benefit payments, if any, shall be paid to the Participants Beneficiary in the
same manner such Benefits would have been paid if the Participant had survived.
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(ii) In the event a Participant dies prior to the time benefits commence, the
Participants Benefit shall be paid to the Beneficiary in the form elected by the
Participant.
(iii) Any Benefits which become payable under this Section 9 to the surviving spouse
of a Participant shall be paid in a manner which will qualify such Benefits for a marital
deduction in the estate of a deceased Participant under the terms of Section 2056 of the
Code, and unless specifically directed by a Participant to the contrary pursuant to an
effective beneficiary designation, any portion of a Participants Benefit payable to a
surviving spouse which remains unpaid at the death of such spouse shall be paid to the
spouses estate.
(iv) Each Participant has the right to designate primary and contingent Beneficiaries
for Benefits payable under the Plan. A beneficiary designation by a Participant shall be in
writing on a form acceptable to the Company and shall only be effective upon delivery to the
Company. A beneficiary designation may be revoked by a Participant at any time by
delivering to the Company either written notice of revocation or a new beneficiary
designation form. The beneficiary designation form last delivered to the Company prior to
the death of a Participant shall control.
(v) In the event there is no beneficiary designation on file with the Company, or all
Beneficiaries designated by a Participant have predeceased the Participant, the benefits
payable by reason of the death of the Participant shall be paid to the Participants spouse,
if living; if the Participant does not leave a surviving spouse, to the Participants issue
by right of representation; or, if there are no such issue then living, to the Participants
estate. In the event there are Benefits remaining unpaid at the death of a sole Beneficiary
and no successor Beneficiary has been designated, either by the Participant or the
Participants spouse pursuant to Section 8(b) (iv), the remaining balance of such benefit
shall be paid to the deceased Beneficiarys estate; or, if the deceased Beneficiary is one
of multiple concurrent Beneficiaries, such remaining Benefits shall be paid proportionally
to the surviving Beneficiaries.
9. FUNDING OF PARTICIPANTS CASH DEFERRAL ACCOUNT
(a) Sources of Cash Benefits. All cash benefits under the Plan shall be paid when due
by the Company out of its assets or from an irrevocable trust established by the Company for that
purpose. If a Participant elects to receive RSUs in lieu of cash, the RSU will be issued through
the Equity Plan.
(b) Property of Company. Any amounts set aside for Benefits payable under the Plan
are the property of the Company, except, and to the extent, of any assignment of such assets to an
irrevocable trust.
(c) No Claim on Specific Assets. No Participant shall be deemed to have, by virtue of
being a Participant in the Plan, any claim on any specific assets of the
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Company such that the Participant would be subject to income taxation on his benefits under the
Plan prior to distribution and the rights of Participants and Beneficiaries to benefits under the
Plan shall be those of an unsecured general creditor of the Company.
10. OTHER PROVISIONS APPLICABLE TO PLAN
(a) Benefits Inalienable. Except as provided in Section 8(b), the right of any
Participant, any Beneficiary, or any other person to the payment of any Benefits under this Plan
shall not be assigned, transferred, pledged or encumbered. Any amounts so set aside for Benefits
payable under the Plan are the property of the Company, except, and to the extent, of any
assignment of such assets to an irrevocable trust
(b) Successors and Assigns. This Plan shall be binding upon and inure to the benefit
of the Company, its successors and assigns and the Participant and his or her heirs, executors,
administrators and legal representatives.
(c) Costs of Enforcement. If the Company, the Participant, any Beneficiary, or a
successor in interest to any of the foregoing, brings legal action to enforce any of the provisions
of this Plan, the prevailing party in such legal action shall be reimbursed by the other party for
the prevailing partys costs of such legal action including, without limitation, reasonable fees of
attorneys, accountants and similar advisors and expert witnesses.
(d) Disputes. Any dispute or claim relating to or arising out of this Plan that cannot
be resolved pursuant to the procedures set forth in Section 3(d) of this Plan shall be resolved in
the following manner. The Participant or Beneficiary, as the case may be, on the one hand, and the
senior management of the Company, on the other hand (collectively, the Parties), shall meet to
attempt to resolve such disputes. If the disputes cannot be resolved by the Parties, either Party
may make a written demand for formal dispute resolution and specify therein the scope of the
dispute. Within thirty days after such written notification, the parties agree to meet for one day
with an impartial mediator and consider dispute resolution alternatives other than litigation. If
an alternative method of dispute resolution is not agreed upon within thirty days after the one day
mediation, either party may begin litigation proceedings.
(e) Governing Law. This Plan shall be construed in accordance with and governed by
the laws of the State of Delaware, without reference to the principles of conflicts of law thereof,
to the extent such construction is not pre-empted by any applicable federal law.
(f) Entire Agreement. This Plan constitutes the entire understanding and agreement
with respect to the subject matter contained herein, and there are no agreements, understandings,
restrictions, representations or warranties among any Participant and the Company other than those
set forth or provided for herein.
(g) Termination or Amendment of Plan.
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(i) This Plan may be amended by the Company at any time in its sole discretion by
resolution of its Board or any committee to which its Board has delegated such authority to
amend; provided, however, any amendment which would alter the irrevocable nature of an
election or which would reduce the amount credited to a Participants Cash Deferral Account
on the date of such amendment shall not be effective unless consented to in writing by the
Participant or, if the Participant has died or is incompetent, the Participants Beneficiary
or conservator.
(ii) Notwithstanding the foregoing paragraph or any other provision in this Plan to
the contrary, the Company reserves the right to terminate the Plan in its entirety at any
time upon fifteen (15) days notice to the Participant. Any amounts not distributed after
payment in full of all Benefits hereunder shall revert to the Company.
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