Intel 2003 Annual Report Download - page 121

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ARTICLE XII
Electronic Transmission
When used in these Bylaws, the terms “written” and “in writing” shall include any “electronic transmission,”
as defined
in Section 232(c) of the Delaware General Corporation Law, including without limitation any telegram, cablegram, facsimile transmission and
communication by electronic mail.
22.
Exhibit 10.7
INTEL CORPORATION
EXECUTIVE OFFICER INCENTIVE PLAN
(Amended and Restated effective January 1, 2004)
1.
1. PURPOSE. The purpose of this amended and restated Executive Officer Incentive Plan (“Incentive Plan”)
reward eligible employees for good performance by making a portion of their cash compensation dependent on earnings per share
(“EPS”) of Intel Corporation (the “Company”).
The Incentive Plan is designed to ensure that the annual bonus paid hereunder to
executive officers of the Company is deductible without limit under Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations and interpretations promulgated thereunder (the “Code”).
This amended and restated Incentive Plan is
subject to stockholder approval.
2.
COVERED INDIVIDUALS. The individuals entitled to bonus payments hereunder shall be the executive officers of the Company,
as determined by the Compensation Committee (the
“
Committee
”
).
3.
THE COMMITTEE. The Committee shall consist of at least two outside directors of the Company who satisfy the requirements of
Code Section 162(m). The Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan in
accordance with Code Section 162(m).
4.
AMOUNT OF BONUS. Bonus payments are made in cash. The maximum bonus payment is the product of (i) an individual bonus
target in dollars for the performance period set by the Committee in writing and (ii) the numerical value of EPS for the performance
period multiplied by a factor (the “multiplier”)
that is set by the Committee in its sole discretion and is in writing. The term
“performance period” shall mean the service period for which the bonus is payable. For this calculation, the term “EPS”
shall mean
the greater of operating income or net income per weighted average common and common equivalent shares outstanding, for the
performance period, in each case adjustable based upon qualifying objective criteria selected by the Committee in its sole discretion
within the period prescribed by the IRS. Such criteria may include, but are not limited to: asset write-downs; acquisition-
related
charges; litigation, claim judgments, settlements or tax settlements; the effects of changes in tax law, changes in accounting
principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs;
unrealized gains or losses on investments; and any extraordinary non-
recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in