Exhibit 99.4
Manager Communication Guidelines for Proposed Stock Option Exchange Program
Today, March 23, Paul Otellini announced Intels intention to seek stockholder approval on a Stock
Option Exchange Program. As a manager, it is important that you understand the guidelines for
communicating about the program. You do not have an obligation or a responsibility to explain the
program, but you will likely be asked questions by your employees.
The information provided here will help you understand why its important to follow the
guidelines. As a manager, you represent Intel to your employees. If incorrect information is given
to employees or some employees are given additional information that no one else has, we will have
to take a series of complicated (and expensive) corrective steps.
This Stock Option Exchange Program is governed by SEC rules and regulations. One of the SECs
primary concerns with regard to employee communications is making sure that employees have accurate
and complete information and are not influenced or coerced in any way to participate in the
program. Accordingly, we are required to file with the SEC all written and recorded information
provided on the exchange. As a manager, communications between you and employees are subject to
these SEC requirements.
Please use the communication guidelines below when responding to questions and comments. Failure to
follow these guidelines could result in Intel having to take corrective actions.
We are asking that you protect yourself, Intel and employees by adhering to the requirements below:
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Answer questions only by referring to the additional information in the Q&A provided in
this edition of Manager ARs, Pauls email to all employees, or our proxy statement. |
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Do not answer a question via e-mail or by leaving a voicemail. SEC rules require us to
file all written and recorded communications made on behalf of Intel about the exchange
program with the SEC. |
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Prior to the commencement of the exchange program, do not guarantee that the exchange
program will start by any given date. |
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Once the option exchange program begins, do not give any advice to employees about
whether they should participate in the program. Emphasize that it is their decision to
make. The program is voluntary and employees need to make an independent decision on
whether to participate in the exchange. |
Assuming we receive the necessary stockholder approval at our Annual Stockholder Meeting on May
20, we will provide you and all employees an update. And, when an implementation date is set, we
will provide detailed information on the exchange so that employees can make an informed decision
on whether to participate and the details of how to do so. In the meantime, there is no action
required by employees.
The Stock Option Exchange Program described in this communication has not yet commenced. Intel
will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC)
upon the commencement of the Stock Option Exchange Program. Persons who are eligible to participate
in the Stock Option Exchange Program should read the Tender Offer Statement on Schedule TO and
other related materials when those materials become available, because they will contain important
information about the Stock Option Exchange Program.
In connection with the proposal to be voted on by Intels stockholders to approve the Stock Option
Exchange Program discussed in this communication, Intel has filed a preliminary proxy statement
with the SEC and intends to file other relevant materials with the SEC, including a definitive
proxy statement. Intel stockholders are urged to read such materials as and when they become
available and before making any voting decision regarding the Stock Option Exchange Program,
because they will contain important information about the proposal to be voted on by stockholders
with respect to the Stock Option Exchange Program.
Intel stockholders and option holders will be able to obtain the written materials described above
and other documents filed by Intel with the SEC free of charge from the SECs website at
www.sec.gov. In addition, stockholders and option holders may obtain free copies of the documents
filed by Intel with the SEC by directing a written request to: Intel Corporation, 2200 Mission
College Boulevard, Santa Clara, California, 95054-1549, Attention: Investor Relations.