Intel 2009 Annual Report Download - page 158

INTEL CONFIDENTIAL
dividend equivalents or Common Stock acquired through vested RSUs and dividend equivalents resulting from
termination of your active employment by the Corporation (for any reason whatsoever and whether or not in breach of
local labor laws) and you hereby release the Corporation from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then you shall be deemed
irrevocably to have waived your entitlement to pursue such claim.
(i) Notwithstanding any terms or conditions of the 2006 Plan to the contrary, in the event of involuntary termination of your
employment (whether or not in breach of local labor laws), your right to receive the RSUs and dividend equivalents and
vest in RSUs and dividend equivalents under the 2006 Plan, if any, will terminate effective as of the date that you are no
longer actively employed and will not be extended by any notice period mandated under local law ( e.g ., active
employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the
event of involuntary termination of employment (whether or not in breach of local labor laws), your right to sell shares of
Common Stock that converted from vested RSUs and dividend equivalents after termination of employment, if any, will
be measured by the date of termination of your active employment and will not be extended by any notice period
mandated under local law.
(j) Notwithstanding any provision of this Agreement, 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 and dividend equivalents 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 16(j) 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.
(k) 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.
10.