Intel 2009 Annual Report Download - page 147

INTEL CONFIDENTIAL
cancel and cause a forfeiture with respect to any unvested RSUs and dividend equivalents at the time of such
determination.
(d) Nothing contained in these Standard Terms creates or implies an employment contract or term of employment upon
which you may rely.
(e) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2006 Plan to the contrary, if, at the
time of your termination of employment with the Corporation, you are a “specified employee”
as defined in Section 409A
of the Internal Revenue Code (“Code”), and one or more of the payments or benefits received or to be received by you
pursuant to the RSUs and dividend equivalents would constitute deferred compensation subject to Section 409A, no
such payment or benefit will be provided under the RSUs until the earliest of (A) the date which is six (6) months after
your “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A
(a)(2) of the Code), (B) the date of your death or “disability” (
as such term is used in Section 409A(a)(2)(C) of the Code)
or (C) the effective date of a “change in the ownership or effective control” of the Corporation (as such term is used in
Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 15(e) shall only apply to the extent required to
avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury
guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or
interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the
Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the
applicable provision without violating the provisions of Section 409A of the Code.
(f) Because these Standard Terms relate to terms and conditions under which you may be issued shares of Common
Stock of Intel Corporation, a Delaware corporation, an essential term of these Standard Terms is that it shall be
governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other
jurisdictions. Any action, suit, or proceeding relating to these Standard Terms or the RSUs and dividend equivalents
granted hereunder shall be brought in the state or federal courts of competent jurisdiction in the State of California.
(g) Copies of Intel Corporation’s Annual Report to Stockholders for its latest fiscal year and Intel Corporation’s latest
quarterly report are available, without charge, at the Corporation’s business office.
(h) Notwithstanding any other provision of these Standard Terms, if any changes in law or the financial or tax accounting
rules applicable to the RSUs and dividend equivalents covered by these Standard Terms shall occur, the Corporation
may, in its sole discretion, (1) modify these
9.