2200 Mission College Blvd
Santa Clara, CA, 95054-1549
January 13, 2021
Congratulations! On behalf of Intel Corporation (Intel or the Company) I am pleased to provide this offer to you for the position of Chief Executive Officer reporting to the Intel Board of Directors (the Board). You will also be appointed to the Board effective as of your employment start date (Effective Date) and for as long as you remain Chief Executive Officer, you will be nominated for election to the Board at each annual stockholder meeting at which directors are to be elected.
Base Salary. Your annual base salary will be $1,250,000, less applicable taxes, deductions and withholdings. This base salary will be reviewed annually as part of our performance review process and will increase commensurate with your performance, as assessed by the Board.
Annual Performance Bonus. You will be eligible for an Annual Performance Bonus (APB) with a target payout of 275% of base salary (which equates to $3,437,500 for fiscal year 2021 based on your initial base salary), less applicable taxes, deductions, and withholdings(Target Bonus). The APB is paid out in January for the prior year based on Intels financial performance, as well as achievement of specified operational goals, subject to the terms of the APB plan. Subject to local law, to earn and receive an APB payout, employees must be employed on the Intel payroll through the last day of the applicable bonus period. Your APB will not be pro-rated for your initial year of employment with Intel.
Cash Hiring Bonus. You will receive a sign on bonus of $1,750,000 (Hiring Bonus), less applicable taxes, deductions, and withholdings, which will be payable to you within 30 days following the Effective Date, provided that in the event that during the 12 month period following the Effective Date you voluntarily terminate your employment other than for Good Reason or other than in the event your employment terminates for death or disability, you will be required to repay to Intel the Hiring Bonus on a pro-rated basis based on the number of days remaining in such 12 month period as of the date your employment terminates.
Equity Grants. As of the Effective Date, you will be granted the following equity compensation awards, which shall vest as set forth below, subject to your continued employment with Intel (except as provided herein):
Performance Stock Units. You will be granted an award of Intel performance stock units based on relative total shareholder return metrics (TSR PSUs), with a target number of Intel shares subject to the grant having a grant date fair value of $20,000,000, as determined by the Company in good faith, utilizing the simple average of Intels share trading prices for the 30 consecutive days preceding the public announcement that you will join Intel as Chief Executive Officer (Conversion Price). Vesting of such TSR PSUs shall be based on Companys TSR relative to the TSR of the S&P 500 IT Index over a three-year period commencing with the grant date. The TSR PSUs will be subject to vesting terms that are consistent with the Companys historical grant practices for similar such awards.