UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934
Date of Report: February 3, 2006
(Date of earliest event reported)
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-06217 94-1672743
(State or other (Commission (IRS Employer
jurisdiction of
incorporation) File Number) Identification No.)
2200 Mission College Blvd., Santa Clara, 95054-1549
California
(Address of principal executive offices) (Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4c))
Item 1.01 Entry into a Material Definitive Agreement
On February 3, 2006, the Compensation Committee of the Board of
Directors of Intel Corporation (the "Corporation") approved the
form of restricted stock unit agreements to be used in connection
with standard grants of restricted stock units to U.S employees
and non-U.S. employees on a broadbased basis ("Standard RSUs"),
including executive officers of the Corporation. The
Compensation Committee also approved the form of restricted stock
unit agreements to be used in connection with restricted stock
unit grants to executive officers pursuant to the Corporation's
Executive Long Term Stock Program ("ELTSOP RSUs").
Both types of RSU grants are incentive and retention awards made
pursuant to the Corporation's stockholder-approved 2004 Equity
Incentive Plan, as amended and restated (the "2004 Plan"). There
is no material relationship between the Corporation and
recipients of ELTSOP awards, other than in respect of their
employment with the Corporation.
The two forms of Standard RSUs for U.S and non-U.S. employees set
forth the terms and conditions of restricted stock units granted
pursuant to the 2004 Plan and the Corporation's Standard RSU
program. The two forms of ELTSOP RSUs for U.S. and non-U.S.
employees set forth the terms and conditions of restricted stock
units granted pursuant to the 2004 Plan and the Corporation's
ELTSOP RSU program.
The following description is qualified by reference to the terms
of the forms of Standard and ELTSOP restricted stock agreements
and the Notice of Grant, copies of which are filed with this Form
8-K, and to the terms of the 2004 Plan, a copy of which was
filed as exhibit 10.1 to the Corporation's Form 8-K dated May 17,
2005.
Standard and ELTSOP RSUs are subject to administration and
interpretation by the committee of the Board of Directors
designated pursuant to the plan, or by its delegate. Unvested
Standard RSUs and ELTSOP RSUs are cancelled as of the date of
employment termination as set forth in the form of Standard RSU
and ELTSOP RSU agreements. Standard RSUs typically vest 25%
annually beginning one year after the date of grant and ELTSOP RSUs
typically vest 100% five years after the date of grant, subject
to accelerated vesting upon death and Disablement and partial or
accelerated vesting in certain cases upon Retirement. Both types
of RSUs automatically convert to shares of common stock upon
vesting and settlement of any tax withholding obligations. If
employment is terminated due to misconduct or for reasons other
than death, Disablement and, in certain cases, Retirement, the
RSUs will be cancelled. Until RSUs have vested and shares issued
thereunder, the RSUs do not provide recipients any rights of a
stockholder and RSUs do not accrue dividend equivalent rights.
Neither Standard RSUs nor ELTSOP RSUs are transferable. Where
applicable, the Corporation uses country-specific Standard RSU
and ELTSOP RSU agreements to comply with local laws.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part
of this Report:
Exhibit Description
Number
10.1 Standard Terms and Conditions Relating
to Restricted Stock Units Granted Under
the Intel Corporation 2004 Equity
Incentive Plan
10.2 Form of Intel Corporation Restricted
Stock Unit Agreement Under the 2004
Equity Incentive Plan
10.3 Standard Terms and Conditions Relating
to Restricted Stock Units Granted Under
the Intel Corporation 2004 Equity
Incentive Plan (For Grants Under The
ELTSOP Program)
10.4 Form of Intel Corporation Restricted
Stock Unit Agreement Under the 2004
Equity Incentive Plan (For Grants Under
the ELTSOP Program)
10.5 Form of Notice of Grant of Restricted
Stock Units
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTEL CORPORATION
(Registrant)
By: /s/ Cary I. Klafter
----------------------
Cary I. Klafter
Date: February 9, 2006 Secretary