Intel 2009 Annual Report Download - page 154

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INTEL CONFIDENTIAL
(a)
You You terminate employment with the Corporation at or after age 60 (
Standard Retirement
);
or
(b) You terminate employment with the Corporation and as of the termination date when your age plus years of service (in
each case measured in complete, whole years) equals or exceeds 75 (
Rule of 75
).
11.
TAX WITHHOLDING
RSUs and dividend equivalents are taxable upon vesting based on the Market Value in accordance with the tax laws of the
country where you are resident or employed. RSUs and dividend equivalents are taxable in accordance with the existing or
future tax laws of the country where you are a resident or employed. If you are an U.S. citizen or expatriate, you may also be
subject to U.S. tax laws.
To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Corporation
(or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and
satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on
account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale
of shares of the Common Stock (whichever is applicable).
The Corporation shall not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs
and dividend equivalents or to recognize any purported transfer of shares of the Common Stock until such obligations are
satisfied.
Unless provided otherwise by the Committee, these obligations will be satisfied by the Corporation withholding a number of
shares of Common Stock that would otherwise be issued under the RSUs and dividend equivalents that the Corporation
determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides
that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial
Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the
RSUs and dividend equivalents, which the Corporation determines is sufficient to generate an amount that meets the tax
withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax
withholding to the Corporation. The shares may be sold as part of a block trade with other participants of the 2006 Plan in
which all participants receive an average price. For this purpose,
“Market Value” will be calculated as the average of the
highest and lowest sales prices of the Common Stock as reported by NASDAQ on the day your RSUs and dividend
equivalents vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with
certainty.
You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs and dividend equivalents,
regardless of any action the Corporation