As filed with the Securities and Exchange Commission on July 17, 1996
Registration Statement No. 33-63489
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1672743
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(Address of Principal Executive Offices) (Zip Code)
INTEL CORPORATION 401(k) SAVINGS PLAN
INTEL CORPORATION SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(Full title of the Plans)
F. Thomas Dunlap, Jr.
Vice President and Secretary
2200 Mission College Blvd.
Santa Clara, California 95052-8119
(408) 765-8080
(Name and address of agent for service)
(Telephone number, including area code,
of agent for service)
<PAGE>
INTRODUCTION
The purpose of this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement")
of Intel Corporation, a Delaware corporation (the "Company" or
the "Registrant") is to file as an exhibit to the Registration
Statement the Amended and Restated Intel Corporation Sheltered
Employee Retirement Plan Plus (the "SERPLUS"), as amended and
restated effective July 15, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
__________________
* Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No./Description
4.1* Intel Corporation Sheltered Employee Retirement
Plan Plus, as amended and restated, effective
November 1, 1995.
4.1.1 Intel Corporation Sheltered Employee Retirement
Plan Plus, as amended and restated, effective July
15, 1996.
4.2* Intel Corporation Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of
Registrant's Form 10 Q for the quarter ended June
26, 1993 [Commission File No. 0 6217] as filed on
August 10, 1993).
4.3* Intel Corporation Bylaws as amended (incorporated
by reference to Exhibit 3.2 of Registrant's Form 10
Q for the quarter ended September 25, 1993
[Commission File No. 0 6217] as filed on November
9, 1993).
4.4* Agreement to Provide Instruments Defining the
Rights of Security Holders (incorporated by
reference to Exhibit 4.1 of Registrant's Form 10 K
[Commission File No. 0 6217] as filed on March 28,
1986).
4.5* Warrant Agreement dated as of March 1, 1993, as
amended, between the Registrant and Harris Trust
and Savings Bank (as successor Warrant Agent)
related to the issuance of 1998 Step-Up Warrants to
Purchase Common Stock of Intel Corporation
(incorporated by reference to Exhibit 4.6 of
Registrant's Form 10 K [Commission File No. 0 6217]
as filed on March 25, 1993), together with the
First Amendment to Warrant Agreement dated as of
October 18, 1993, the Second Amendment to Warrant
Agreement dated as of January 17, 1994
(incorporated by reference to Exhibit 4.4 of the
Registrant's Form 10 K [Commission File No. 0 6217]
as filed on March 25, 1994), and the Third
Amendment to Warrant Agreement dated as of May 1,
1995.
5.1* Legal Opinion of Gibson, Dunn & Crutcher.
<PAGE>
5.2* Internal Revenue Service determination letter
regarding qualification of the Intel Corporation
401(k) Savings Plan under Section 401 of the
Internal Revenue Code.
23.1* Consent of Gibson, Dunn & Crutcher (contained in
Exhibit 5.1).
23.2 Consent of Independent Auditors.
24* Power of Attorney (contained on signature page
hereto).
________________
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to
Registration Statement on Form S 8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 15th day of July, 1996.
By: INTEL CORPORATION
/s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
*/s/Gordon E. Moore Chairman of the Board July 15, 1996
Gordon E.Moore
*/s/Andrew S. Grove Principal Executive July 15, 1996
Andrew S. Grove Officer, President and
Director
*/s/Craig R. Barrett Executive Vice President, July 15, 1996
Craig R. Barrett Chief Operating Officer
and Direcator
*/s/Andy D. Bryant Vice President, Principal July 15, 1996
Andy D. Bryant Accounting and Chief
Financial Officer
*/s/Winston H. Chen Director July 15, 1996
Winston H. Chen
*/s/D. James Guzy Director July 15, 1996
D. James Guzy
*/s/Max Palevsky Director July 15, 1996
Max Palevsky
*/s/Arthur Rock Director July 15, 1996
Arthur Rock
*/s/Jane E. Shaw Director July 15, 1996
Jane E. Shaw
*/s/Leslie L. Vadasz Director July 15, 1996
Leslie L. Vadasz
<PAGE>
*/s/David B. Yoffie Director July 15, 1996
David B. Yoffie
*/s/Charles E. Young Director July 15, 1996
Charles E. Young
*By: /s/F. Thomas Dunlap, Jr
F. Thomas Dunlap, Jr.
Attorney-in-Fact
The 401(k) Savings Plan. Pursuant to the requirements of the
Securities Act of 1933, the Intel Corporation 401(k) Savings Plan
has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on the 15th day of July, 1996.
INTEL CORPORATION 401(k) SAVINGS PLAN
By:
Name:
Title:
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit No./Description Numbered Page
4.1* Intel Corporation Sheltered --
Employee Retirement Plan Plus,as
amended and restated, effective
November 1, 1995.
4.1.1 Intel Corporation Sheltered 7
Employee Retirement Plan Plus, as
amended and restated, effective
November 1, 1995.
4.2* Intel Corporation Certificate of --
Incorporation (incorporated by
reference to Exhibit 3.1 of
Registrant's Form 10 Q for the
quarter ended June 26, 1993
[Commission File No. 0 6217] as
filed on August 10, 1993).
4.3* Intel Corporation Bylaws as --
amended (incorporated by
reference to Exhibit 3.2 of
Registrant's Form 10 Q for the
quarter ended September 25, 1993
[Commission File No. 0 6217] as
filed on November 9, 1993).
4.4* Agreement to Provide Instruments --
Defining the Rights of Security
Holders (incorporated by
reference to Exhibit 4.1 of
Registrant's Form 10 K
[Commission File No. 0 6217] as
filed on March 28, 1986).
4.5* Warrant Agreement dated as of --
March 1, 1993, as amended,
between the Registrant and Harris
Trust and Savings Bank (as
successor Warrant Agent) related
to the issuance of 1998 Step-Up
Warrants to Purchase Common Stock
of Intel Corporation
(incorporated by reference to
Exhibit 4.6 of Registrant's Form
10 K [Commission File No. 0 6217]
as filed on March 25, 1993),
together with the First Amendment
to Warrant Agreement dated as of
October 18, 1993, the Second
Amendment to Warrant Agreement
dated as of January 17, 1994,
(incorporated by reference to
Exhibit 4.4 of Registrant's Form
10 K [Commission File No. 0 6217]
as filed on March 25, 1994), and
the Third Amendment to Warrant
Agreement dated as of May 1,
1995.
5.1* Legal Opinion of Gibson, Dunn & --
Crutcher.
5.2* Internal Revenue Service --
determination letter regarding
qualification of the Intel
Corporation 401(k) Savings Plan
under Section 401 of the Internal
Revenue Code.
23.1* Consent of Gibson, Dunn & --
Crutcher (contained in Exhibit
5.1).
23.2 Consent of Independent Auditors. 22
24* Power of Attorney (contained on
signature page hereto).
__________________
* Previously filed.
Exhibit 4.1.1
INTEL CORPORATION
SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(As Amended and Restated Effective July 15, 1996)
SECTION 1. ESTABLISHMENT AND PURPOSE OF THE PLAN.
The Intel Corporation Sheltered Employee Retirement Plan Plus is
a nonqualified benefit plan which was established effective
December 1, 1991 to permit certain discretionary employer
contributions in excess of the tax limits applicable to the Intel
Corporation Profit Sharing Retirement Plan and to permit certain
deferrals of earnings in excess of the limit imposed by Section
402(g)(1) of the Internal Revenue Code of 1986, as amended ("the
Code"). (These components are hereinafter referred to as the
"excess component" or the "Excess Plan" as the context requires.)
Effective November 1, 1995, SERPLUS was amended and restated in
its entirety. As amended and restated, SERPLUS continues to
permit discretionary employer contributions and earnings
deferrals, but it also permits Eligible Employees to defer
certain bonus amounts without regard to whether the limit imposed
by Section 402(g)(1) has been met. (This component is
hereinafter referred to as the "bonus deferral component" or the
"Bonus Deferral Plan, " as the context requires.)
Effective July 15, 1996, SERPLUS is hereby amended and restated
to create two separate plans contained in this document: the
Bonus Deferral Plan and the Excess Plan. Accordingly,
Participant's bonus deferrals will be accounted for separately on
the Company's SERPLUS records and Participants will be permitted
to make separate distribution elections for the Bonus Deferral
Plan and the Excess Plan. Accordingly, three separate accounts
may be established on the SERPLUS records of the Company for each
Participant: one account for the excess earnings deferral
component of the Excess Plan (an "Earnings Deferral Excess
Account"); a second account for the excess employer contributions
component of the Excess Plan (a "Discretionary Company
Contributions Account"); and a third account for the Bonus
Deferral Plan (an "Earnings Deferral Bonus Account"). Prior
irrevocable distribution elections will remain in effect with
respect to the Excess Plan. Participants may make a separate
distribution election for the Bonus Deferral Plan subject to the
restrictions described herein. The Excess Plan and Bonus
Deferral Plan are hereinafter referred to collectively as the
"Plans." "SERPLUS" or "this Plan" refers to each Plan or to both
Plans as the context requires.
The Plans are intended to enhance the opportunity of Eligible
Employees to share in the Company's profits on a tax deferred
basis and to enhance the opportunity of Eligible Employees to
increase savings for retirement on a tax deferred basis. The
Plans are intended to be unfunded plans maintained primarily for
the purpose of providing deferred compensation to a select group
of management or highly compensated employees as described in
Section 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended (ERISA). Certain capitalized terms used in
the text of this Plan are defined in Section 12 in alphabetical
order.
<PAGE>
SECTION 2. ELIGIBILITY AND PARTICIPATION.
(a) Commencement of Participation - Discretionary Company
Contributions. In the case of contributions made pursuant to
Section 4 of this Plan, each Eligible Employee shall
automatically commence participation in this Plan on the later
of:
(1) The first day of the Quarter which follows or is
coincident with the date he or she completes one Year of Service;
or
(2) The date he or she first becomes an Eligible Employee.
(b) Commencement of Participation - Earnings Deferrals. In
the case of Earnings Deferrals, an Eligible Employee may commence
participation in the Plan after completion of one Year of
Service. Such commencement shall be effective as of the first
day of the following Plan Year provided that he or she has given
notice of such election in the manner prescribed by the Company
at least 30 days prior to the commencement of such Plan Year.
(c) Reemployed Employees. In the case of a former Employee
who is rehired by the Company, service performed before the break
in service shall count in determining the completion of one Year
of Service unless the Employee has incurred a "permanent service
break" as the term is defined in the Qualified Plan.
(d) Suspension. A Participant's participation in this Plan
shall be suspended for any period with respect to which he or she
is not an Eligible Employee. With respect to any period of
suspension, a Participant shall not receive an allocation of any
Discretionary Company Amounts and shall not elect to defer
Earnings, but such Participant's Accounts shall continue to
accrue income, gains and losses without regard to the suspension
of participation.
(e) Termination of Participation. A Participant's
participation in this Plan shall terminate as of the earlier of
(i) the date on which such Participant's entire Plan Benefit has
been distributed, (ii) the date of such Participant's death or
(iii) on the Participant's Termination Date in the event that
such Participant's Termination Date occurs at a time when he or
she is not entitled to any Plan Benefit.
SECTION 3. EARNINGS DEFERRALS.
(a) Earnings Deferrals. A Participant who has elected
participation under Section 2(b) may make two separate elections
with respect to the deferral of Earnings.
(1) Bonus Deferral Plan. A Participant may elect to defer
his or her Employee Bonus in increments of 25%, 50% or 100% of
the Employee Bonus, and have his or her
<PAGE>
taxable compensation reduced by amounts so deferred without
regard to whether the Participant's Salary Deferrals in the
Qualified Plan equal the limits imposed by Section 402(g)(1) of
the Code. In the case of a Participant election to defer 100% of
the Employee Bonus, the amount eligible for deferral shall be
reduced by amounts which the Participant has elected to
contribute to the Intel Corporation Stock Participation Plan.
(2) Excess Plan. A Participant may elect to have his or
her taxable compensation reduced and the corresponding Earnings
Deferrals credited to this Plan on his or her behalf in an amount
equal to the percentage of his or her Earnings (determined
without regard to the limit imposed by Section 401(a)(17) of the
Code) which such Participant has elected to defer as a Salary
Deferral in the Qualified Plan. No election under this
subsection shall be effective until the Participant's Salary
Deferrals contributed to the Qualified Plan equal the limits
imposed by Section 402(g)(1) of the Code. Any percentage
reduction which the Company imposes on "highly compensated
employee(s)" as that term is defined in Section 414(q) of the
Code in order to comply with the actual deferral percentage test
of Section 401(k)(3) of the Code shall automatically apply to
limit the percentage of Earnings which can be deferred under this
subsection. An election under this section shall continue to be
effective to defer Earnings in subsequent Plan Years unless the
Participant has revoked such election or selected a different
rate of deferral pursuant to Section 3(b).
A Participant's election to commence Earnings Deferrals shall
constitute an election (for federal tax purposes, and wherever
permitted for state, local and foreign tax purposes) to have his
or her taxable compensation reduced by the amount of all Earnings
Deferrals.
A Participant's Earnings Deferrals shall be credited to his or
her Earnings Deferral Excess Account and/or Earnings Deferral
Bonus Account, as appropriate.
(b) Selection and Change of Rate by Participant. Each Plan
Year, a Participant's initial designation of deferral rate under
Section 3(a)(2) shall be determined by reference to the rate
selected pursuant to the provisions of the Qualified Plan. The
designation of deferral rate under Section 3(a)(1) shall be made
no later than 30 days before the end of the tax year which
precedes the beginning of the year in which the Employee Bonus is
earned (the "earnings year"). No Participant shall be permitted
to increase the rate of deferral during the year to which the
election relates.
(1) A Participant may change the rate of his or her
Earnings Deferrals under Section 3(a)(2) to any lower rate
permitted by the Company as of the first day of any Quarter after
the beginning of any Plan Year by giving notice in the manner
prescribed by the Company at least 30 days prior to such date.
The Company, in its sole discretion, may change the due date for
the giving of such notice provided that any change in the due
date shall be communicated to affected Participants and be
uniformly applied. A Participant may elect to cease making any
Earnings Deferrals under Section 3(a)(2) by giving notice in the
manner prescribed by the Company. Such election shall take
effect as soon as practicable, but no earlier than the period
that starts after the Company receives such notice; provided,
however, that no cessation shall take effect before any pay
period which
<PAGE>
ends before March 16 of any Plan Year. Any Participant who
elects to discontinue Earnings Deferrals under Section 3(a)(2)
shall not be permitted to reinstate any such deferrals for the
remainder of the Plan Year.
(2) A Participant may not change the rate of deferral
selected for the Employee Bonus under Section 3(a)(1) during the
tax year in which the bonus is earned or during the following tax
year in which it is to be paid. Between the date of the initial
deferral election and December 31 of the year preceding the
earnings year, a Participant may, by giving notice in the manner
prescribed by the Company, revoke the initial deferral election
and elect to include the entire Employee Bonus in taxable
compensation for the year in which it is paid.
(c) Other Methods. The Company reserves the right to
select other procedures for determining Earnings Deferral rates
pursuant to this Section 3, provided that such other procedures
are communicated to affected Participants, are uniformly applied
and do not cause the Qualified Plan to violate any tax rules
governing Salary Deferrals.
(d) Manner of Payment. Earnings Deferrals shall be made
through payroll deductions from the Participant's Earnings.
Amounts deducted through payroll shall be retained by the Company
and shall be credited to an Earnings Deferral Account(s)
maintained by the Company with respect to each Participant.
SECTION 4. DISCRETIONARY INTEL CONTRIBUTIONS.
(a) Discretionary Intel Contributions. For any Plan Year
in which the Company determines a Discretionary Company Amount is
eligible for contribution or for any Plan Year in which the
Company determines, in its sole discretion, that accumulations
in the Deferred Compensation Account become eligible for
contribution, any such amounts, including accumulations where
appropriate, shall first be contributed and allocated to
participants in the Qualified Plan in accordance with Section (4)
of such Plan. If the limits of Sections 415(c)(1) or 401(a)(17)
of the Code apply to restrict contributions in the Qualified Plan
to a Participant of this Plan, any Discretionary Company Amount,
together with any accumulations in the Deferred Compensation
Account, which remain after contributions have been allocated to
the Qualified Plan for such Plan Year shall be considered
eligible for allocation under Section 4(b) below.
(b) Allocation. Amounts under Section 4(a) that are
eligible for allocation shall be allocated to Participants by
first determining the amount which would have been allocated
under Section 4(c) of the Qualified Plan as if the limitations of
Section 415(c)(1)(A) and 401(a)(17) had not applied and as if
Earnings Deferrals to this Plan were included within the
definition of Earnings under the Qualified Plan. The excess of
the amount so determined over the allocation of the Discretionary
Intel Contribution to the Participant in the Qualified Plan for
the Plan Year shall be credited to the Participant's
Discretionary Company Contributions Account for the Plan Year as
of the date on which Discretionary Intel Contributions are made
to the Qualified Plan.
<PAGE>
(c) Automatic Participation. All Eligible Employees who are
entitled to an allocation of Discretionary Intel Contributions
pursuant to the Qualified Plan and who are limited as described
in Section 4(a), above, shall automatically be entitled to share
in any Discretionary Company Amounts or Deferred Compensation
Account balances.
SECTION 5. WITHDRAWAL OF EARNINGS DEFERRALS.
(a) Withdrawals Limited to Financial Hardship. No
Participant may withdraw any amount credited to his or her
Discretionary Company Contributions Account while such
Participant is an Employee of the Company. No Participant may
withdraw any Earnings Deferrals from his or her Earnings Deferral
Account unless the withdrawal is necessary to meet and does not
exceed the amount of the financial hardship as defined in Section
5(b). Such withdrawal shall be requested in the manner
prescribed by the Company.
(b) Financial Hardship Defined. A "Financial Hardship"
will be considered to exist in the case of an unforeseeable
emergency resulting from one or more of the following events:
(1) A sudden and unexpected illness or accident of the
Participant or a dependent (as defined in Section 152(a) of the
Code) of the Participant;
(2) A loss of the Participant's property due to casualty;
or
(3) Other similar and extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant.
(c) Limit on Amount of Hardship. The circumstances which
constitute a Financial Hardship under Section 5(b) will depend on
the facts of each case, but, in any case, payment may not be made
to the extent that such hardship is or may be relieved:
(1) Through reimbursement or compensation by insurance or
otherwise;
(2) By liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause
severe Financial Hardship; or
(3) By cessation of Earnings Deferrals under Section
3(a)(2) of this Plan.
(d) Payment of Withdrawals. Any withdrawal pursuant to
this Section 5 shall be paid within 90 days (or such additional
period as is reasonably required) after the Valuation Date next
following the Company's receipt and approval of the withdrawal
request.
(e) Limitation on Withdrawals. No Participant shall make
more than one withdrawal pursuant to this Section 5 during any
12-month period. The Company, in its
<PAGE>
sole discretion, may permit more frequent withdrawals pursuant to
this Section 5 provided that any change in the rules limiting
such withdrawals shall be uniformly applied. No earnings which
may have been credited to the Earnings Deferral Account due to
investment allocations made pursuant to Section 7 of this Plan
shall be eligible for withdrawal under this Section.
SECTION 6. VESTING AND FORFEITURES.
(a) Vesting in Earnings Deferral Account. A Participant
shall always have a 100% vested interest in his or her Earnings
Deferral Account(s).
(b) Vesting in Discretionary Company Contributions
Accounts. A Participant's entire interest in his or her
Discretionary Company Contributions Account shall become 100%
vested when the earliest of the following occurs:
(1) Attainment of Age 60. Such Participant is an Employee
after he or she has attained age 60;
(2) Death. Such Participant dies while an Employee; or
(3) Total and Permanent Disability. Such Participant is
Totally and Permanently Disabled while an Employee.
(c) Deferred Vesting in Discretionary Company Contributions
Accounts. A Participant who is not otherwise 100% vested in his
or her Discretionary Company Contributions Account pursuant to
Section 6(b) shall become vested pursuant to the following
schedule:
Completed Years of Service Vested Percentage
Less than 3 0 (Percent)
3 but less than 4 20 (Percent)
4 but less than 5 40 (Percent)
5 but less than 6 60 (Percent)
6 but less than 7 80 (Percent)
7 or more 100 (Percent)
If a Participant's Termination Date occurs before he or she is
100% vested, amounts which are not vested shall be forfeited to
the Company and shall be deleted from Discretionary Company
Contributions Accounts. If a Participant is reemployed after
forfeiting Discretionary Company Contributions Account balances,
the forfeited amount shall not be reinstated.
If a Participant is reemployed by the Company before incurring a
"permanent service break" as that term is described in the
Qualified Plan, the service before the break shall
<PAGE>
count for purposes of determining "Years of Service" under this
Section and for purposes of vesting in Discretionary Company
Contributions Accounts related to contributions made following
reemployment.
SECTION 7. INVESTMENT AND ACCOUNTS.
(a) Accounts. The following accounts (collectively, the
"Accounts") shall be maintained for each Participant:
(1) Earnings Deferral Bonus Account which consists of
amounts contributed pursuant to Section 3(a)(1) together with the
earnings thereon, if any;
(2) Earnings Deferral Excess Account which consists of
amounts contributed pursuant to Section 3(a)(2) together with the
earnings thereon, if any; and
(3) Discretionary Company Contributions Account which
consists of amounts contributed pursuant to Section 4 together
with the earnings thereon, if any.
(b) Investment Choices. A Participant's Earnings Deferral
Excess Account and Earnings Deferral Bonus Account, if any
(collectively, the "Earnings Deferral Account(s) ") shall be
considered to have been invested in accordance with the
Participant directions given for investment of Deferred Accounts
in the Qualified Plan. A Participant's Earnings Deferral
Account(s) shall be credited with investment gains or losses
which such Account would yield if it were invested in accordance
with such directions. A Participant's Discretionary Company
Contributions Account shall be considered to have been invested
in the Discretionary Intel Account in the Qualified Plan and
shall be credited with investment gains and losses which such
Account would yield if it were invested in such Discretionary
Intel Account. A Participant's election pursuant to Section
11(a) of the Qualified Plan (affecting Participants who have
attained age 55) shall be applied to the same extent in
determination of investment gains and losses in such
Participant's Discretionary Company Contributions Account.
(c) No Requirement of Actual Investment. The Company shall
be under no obligation to actually invest in funds comparable to
those available for investment of Qualified Plan assets. The
references to accounts in the Qualified Plan are for purposes of
measuring earnings only.
SECTION 8. AMOUNT AND DISTRIBUTION OF PLAN BENEFITS.
(a) Amount of Plan Benefits. A Participant's Plan Benefit
shall consist of the value of such Participant's Accounts, to the
extent vested. The value of the Participant's Plan Benefit shall
be determined as of a Valuation Date, selected by the Company
based on administrative considerations, that precedes the
Participant's benefit commencement date.
<PAGE>
(b) Form and Time of Distribution: General Rule. Unless
the Participant has elected a distribution under Section 8(c)
with respect to each of the Excess Plan and the Bonus Deferral
Plan, in the manner prescribed by the Company, the distribution
of the relevant Plan account shall be made in a cash lump sum as
soon as reasonably practicable after the Participant's
Termination Date unless delay is reasonably necessary for the
Company to locate the Participant (or his or her Beneficiary).
(c) Alternative Distribution Options. Employees of the
Company will be permitted to irrevocably select alternative
distribution option(s) under this subsection in a manner
acceptable to the Company at any time prior to qualifying as an
Eligible Employee or within 30 days after first qualifying as an
Eligible Employee. Effective July 15, 1996, all Eligible
Employees may irrevocably select two distribution options: one
governing amounts deferred under the Bonus Deferral Plan (i.e.,
amounts deferred under Section 3(a)(1)) and a second option
governing amounts deferred under the Excess Plan (i.e., amounts
deferred under Section 3(a)(2) and Section 4).
Participants who have made distribution elections prior to July
15, 1996 shall have the option to make a new distribution
election with respect to amounts deferred under the new Bonus
Deferral Plan by submitting a new election form to the Company no
later than September 30, 1996. Any such new election will
supersede prior elections but shall not take effect prior to
January 1, 1998. Until January 1, 1998, the prior election shall
remain in effect. Distribution elections which were made prior
to July 15, 1996 shall continue in effect with respect to all
amounts under the Excess Plan and may not be amended or rescinded
as a result of this amendment of the Plan.
Under each of the alternative distribution options, any amount
which remains undistributed to such Participant shall continue to
be credited with investment gains and losses in accordance with
the investment allocations determined under Section 7 of this
Plan until the Valuation Date which precedes payment of such
amounts. Payments shall be made as soon as practicable after
March 1 of each year to which payment has been deferred unless
delay is reasonably necessary for the Company to locate the
Participant (or his or her Beneficiary). The Company, in its
sole discretion, may also accelerate the date payments would
otherwise be made under the following two paragraphs:
(1) Lump Sum Deferral. A Participant may elect to defer
receipt of his or her Plan Benefit to the year following the year
of the Participant's Termination Date.
(2) Installment Distribution (5 or 10 Years). A
Participant may elect a distribution of his or her Plan Benefit
in annual cash installments over either a five year or a ten year
period commencing with an annual payment in the year following
the year in which such Participant's Termination Date occurs.
Account balances, adjusted for applicable investment gains and losses,
shall be divided by the number of years remaining under
the election to determine the amount of such annual installment.
<PAGE>
SECTION 9. GENERAL PROVISIONS.
(a) Participant's Rights Unsecured. The right of a
Participant or his designated Beneficiary to receive a
distribution hereunder shall be an unsecured claim against the
general assets of the Company, and neither the Participant nor a
designated Beneficiary shall have any rights in or against any
specific assets of the Company. Notwithstanding the previous
sentence, the Company reserves the right to establish a grantor
trust, the assets of which shall remain subject to claims of
creditors of the Company, to which Company assets may be invested
to fund some or all of the liabilities represented by this Plan.
This Plan shall not be construed to require the Company to fund
any of the benefits payable under this Plan.
(b) No Guarantee of Benefits. Nothing contained in this
Plan shall constitute a guaranty by the Company or any other
person or entity that the assets of the Company will be
sufficient to pay any benefit hereunder.
(c) No Right to Employment. The establishment of this
Plan, the granting of benefits and any action of any member of
the Affiliated Group or any other person shall not be held or
construed to confer upon any person any right to be continued as
an Employee, or, upon dismissal, to confer any right or interest
in this Plan other than as provided herein. No provision of this
Plan shall restrict the right of any member of the Affiliated
Group to discharge any Employee at any time and for any reason.
(d) No Guarantee of Investment Earnings. In determining
investment yields by reference to corresponding funds in the
Qualified Plan, Intel does not endorse any of the investment
funds and does not guarantee that Participants will receive a
positive return on the investment of SERPLUS Accounts by
measuring performance in such manner.
(e) Beneficiary. Beneficiary designations pursuant to the
Qualified Plan shall apply automatically to determine the
Beneficiary or Beneficiaries under this Plan. If the Participant
fails to designate a Beneficiary or if the named Beneficiary is
not living when payment is to be made, then the ordering rules
for determining Beneficiaries contained in the Qualified Plan
shall be applied to determine the Beneficiary or Beneficiaries to
receive payment under this Plan. A Beneficiary shall continue to
receive payment in installments under Section 8(c)(2) of this
Plan unless the Company, in its sole discretion, decides that any
remaining balance be paid in a cash lump sum.
(f) Incapacity. If in the Company's opinion, a Participant
or Beneficiary for any reason is unable to handle properly any
property distributable to him or her under the Plan, then the
Company may make such arrangements which it determines to be
beneficial to such Participant or Beneficiary for the
distribution of such property, including (without limitation) the
distribution of such property to the guardian, conservator,
spouse or dependent(s) of such Participant or Beneficiary.
<PAGE>
(g) Effect of Subsequent Changes in the Plan. All benefits
to which any Participant or Beneficiary may be entitled hereunder
shall be determined under the Plan as in effect when the
Participant's employment in the Affiliated Group terminates and
shall not be affected by any subsequent changes in the Plan,
unless the Participant is reemployed, in which case his or her benefit
shall be based on the provisions of the Plan as in effect
on the date his or her employment in the Affiliated Group
terminates following reemployment.
(h) Governing Law. This Plan shall be construed under the
laws of the State of California, without reference to the
principles of conflicts of law thereof, to the extent such
construction is not pre-empted by any applicable federal law.
(i) Nonalienation of Benefits. No benefit under this Plan
may be sold, assigned, transferred, conveyed, hypothecated,
encumbered, anticipated or otherwise disposed of, and any attempt
to do so shall be void except to a Beneficiary selected in
accordance with Section 9(d) of this Plan or in the case of a
QDRO as provided under Section 9 (j) of this Plan. No such
benefit shall, prior to receipt thereof by an Employee be in any
manner subject to the debts, contracts, liabilities, engagements,
or torts of such Employee.
(j) QDRO. The right to payment under this Plan may be
assigned to an Alternate Payee (defined below) pursuant to a
QDRO (defined below). If the right to payment is assigned to an
Alternate Payee pursuant to a QDRO, the Alternate Payee generally
has the same rights as the Participant under the terms of the
Plan, except that an Alternate Payee may not transfer the right
to payment. For purposes of this Section 9 (j), the word "QDRO"
means a court order (1) that recognizes the right of a spouse or
former spouse (an "Alternate Payee") of an individual who has
amounts deferred under this Plan to an interest in such deferral
relating to marital property rights and (2) that the Company
determines to be a "qualified domestic relations order," as that
term is defined in section 414(p) of the Code, but for the fact
that the Plan is not a plan described in section 3(3) of the
ERISA.
(k) Section 16 Officers. This paragraph shall apply to any
Participant who has been designated as a Section 16 Officer by
the Board of Directors of Intel. Notwithstanding any provision
to the contrary herein, any election by a Participant to whom
this paragraph applies to make a "Discretionary Transaction" (as
such term is defined in Rule 16b-3 as promulgated under Section
16 of the Securities Exchange Act of 1934 ("Rule 16b-3")) shall
not be valid unless it is made at least six months after the date
such Participant elected to make an "opposite way" (as such term
is used in Rule 16b-3) Discretionary Transaction under this Plan
or under any other employee benefit plan maintained by Intel.
Unless earlier revoked by the Participant, any such election
shall be deemed to have been made and received by the Plan on the
first business day that is 6 months and 1 day after the date such
Participant elected to make the earlier "opposite way"
Discretionary Transaction under this Plan or under any other "tax
conditioned plan" maintained by Intel.
<PAGE>
SECTION 10. ADMINISTRATION OF THE PLAN.
(a) Administration by the Company. The Company shall be
responsible for the general operation and administration of this
Plan and for carrying out the provisions thereof.
(b) General Powers of Administration. All provisions set
forth in the Qualified Plan with respect to the administrative
powers and duties of the Company, expenses of administration and
procedures for filing claims shall also be applicable with
respect to this Plan. The Company shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions
and reports furnished by any actuary, accountant, controller,
counsel or other person employed or engaged by the Company with
respect to this Plan.
SECTION 11. AMENDMENT OR TERMINATION.
(a) Amendment or Termination. The Company reserves the
right to amend or terminate the Plan when, in the sole opinion of
the Company, such amendment or termination is advisable. Such
determination may be reflected either by consent of the Board of
Directors or by action of the SERP Administrative Committee, duly
authorized by the Board of Directors to act on its behalf.
(b) Effect of Amendment or Termination. No amendment or
termination of this Plan shall directly or indirectly reduce the
balance of any Participant's Accounts held hereunder as of the
effective date of such amendment or termination. Upon
termination of this Plan, distribution of amounts in Participant
accounts shall be made to the Participant in the manner
prescribed in Section 8(b) of this Plan without regard to whether
the Participant has a Termination Date and without regard to any
alternative distribution options under Section 8(c) of this Plan.
SECTION 12. DEFINITIONS.
(a) "Accounts" shall have the meaning prescribed in Section
7(a).
(b) "Affiliate" means any entity (whether corporation,
partnership, joint venture or otherwise) a substantial percentage
of the equity interest of which is owned by the Company, by one
or more Subsidiaries, or by the Company together with one or more
Subsidiaries and which has been designated by the Company as an
Affiliate for purposes of this Plan.
(c) "Affiliated Group" means the Company, each Subsidiary
and each Affiliate.
(d) "Beneficiary" means the person or persons determined
under Section 9(d) of this Plan, who are to receive the
Participant's Plan Benefit in the event of his or her death prior
to the complete distribution thereof.
<PAGE>
(e) "Company" means Intel Corporation, a Delaware
corporation.
(f) "Deferred Compensation Account(s)" means the Account(s)
maintained on the Company's books which is credited with
accumulated Discretionary Company Amounts for purposes of
eventual contribution to the Qualified Plan or this Plan as tax
law and the terms of such Plans permit.
(g) "Discretionary Company Contributions Account" means the
account described in Section 7 of this Plan which is maintained
on the books of the Company and which reflects, with respect to
each Participant, the accumulated balance of amounts set aside
(including any gains or losses thereon) pursuant to Section 4 of
this Plan.
(h) "Discretionary Company Amount" means, for any Plan
Year, the amount which the Company, in its sole discretion, may
determine as eligible to be set aside for purposes of
contribution to the Qualified Plan and to this Plan.
(i) "Discretionary Intel Account(s)" means the accounts
established by the Company within the trust which forms a part of
the Qualified Plan and in which all Discretionary Intel
Contributions are invested.
(j) "Discretionary Intel Contributions" means the amount
which the Company, in its sole discretion, may determine to be a
profit-sharing contribution for a Plan Year and which shall first
be contributed in accordance with Section 4(a) of the Qualified
Plan and then in accordance with Section 4 of this Plan.
(k) "Earnings" means the total compensation for personal
services paid to an Eligible Employee by a Participating Company
for a Plan Year including salary, executive, production and
anniversary bonuses, commissions, overtime, shift differentials
(or, in the case of an Eligible Employee who is working outside
the United States and is covered by the Company's expatriate
policy, as amended from time to time, his or her base salary
before reduction for retained taxes determined in accordance with
the Company's expatriate policy), and amounts contributed to the
Qualified Plan as Salary Deferrals, salary reduction
contributions to the Company's Section 125 and 129 plan(s) and
amounts contributed pursuant to Section 3(a) as Earnings
Deferrals but excluding any compensation for periods prior to the
date the Eligible Employee commences participation in the
Qualified Plan or while he or she was not an Eligible Employee
and excluding all or any portion of any items of compensation
which are not considered by the Company to be part of the
Eligible Employee's regular earnings. By way of illustration but
not by way of limitation, such items include relocation bonuses
or expense reimbursements and any related payments, author
incentives, recruitment or referral bonuses, foreign service
premiums, differentials and allowances, imputed income pursuant
to Section 79 of the Code, income realized as a result of
participation in any stock option, stock purchase or similar plan
maintained by the Company and tuition or other reimbursements.
<PAGE>
(l) "Earnings Deferral(s)" means amounts elected by the
Participant to be credited to this Plan on his or her behalf
pursuant to Section 3(a).
(m) "Earnings Deferral Bonus Account" means the account
described in Section 7(a)(1) of this Plan which is maintained on
the books of the Company and which, with respect to each
Participant, reflects the accumulated balance of amounts set
aside (including gains or losses thereon) pursuant to Section
3(a)(1) of this Plan.
(n) "Earnings Deferral Excess Account" means the account
described in Section 7(a)(2) of this Plan which is maintained on
the books of the Company and which, with respect to each
Participant, reflects the accumulated balance of amounts set
aside (including gains or losses thereon) pursuant to Section
3(a)(2) of this Plan.
(o) "Earnings Deferral Account" means the account or
accounts described in Sections 7(a)(1) and 7(a)(2) of this Plan.
(p) "Eligible Employee" means any Employee of a
Participating Company who was classified by the Company as
eligible to Participate in this Plan as a member of a select
management group of highly compensated employees. The following
Employees shall not be considered to be Eligible Employees:
(1) An Employee whose employment is covered by a
collective-bargaining agreement (unless such agreement expressly
provides for participation in the Plan);
(2) An Employee who is a nonresident alien with respect to
the United States and who derives no earned income from a United
States source (unless such Employee has been designated as an
Eligible Employee by the Company);
(3) Any Employee or group of Employees designated by the
Company as ineligible to participate in the Plan; and
(4) Any Employee who is a leased employee within the
meaning of Section 414(n) of the Code and who is providing
services to any member of the Affiliated Group.
(q) "Employee" means any individual employed by a member of
the Affiliated Group as a common-law employee and any individual
who is a leased employee within the meaning of Section 414(n) of
the Code and who is providing services to any member of the
Affiliated Group.
(r) "Employment Relationship" means, with respect to an
Employee, the period which begins on the date on which the
Employee first works for compensation with a member of the
Affiliated Group and which ends on the Employee's Termination
Date. An Employee shall not be considered to have terminated
prior to resignation or discharge during the following periods:
<PAGE>
(1) While on authorized leave of absence, while on a
temporary layoff, when unable to work due to disability or
sickness or when on jury duty, approved sabbatical, vacation or
holiday; or
(2) When the Employee enters military service with the
United States or any other country of which he or she is a
citizen or resident.
An Employee shall be deemed to have been discharged as of the
earlier of the date oral or written notice of discharge is
actually received or the date a written notice of discharge is
deposited in the Unites States mail, registered or certified, to
the employee's last known address reflected on a member of the
Affiliated Group's records.
(s) "Employee Bonus" means the bonus payable under either
the Company's Employee Bonus Plan or Executive Officer Bonus
Plan. The Employee Bonus eligible for deferral shall be subject
to adjustment for any necessary income tax or employment tax
withholding. Nothing herein contained shall be deemed to
constitute a guaranty that an Employee Bonus will be paid to any
or all Participants in any particular Plan Year.
(t) "Participant" means an individual who participates in
the Plan pursuant to Section 2.
(u) "Participating Company" means the Company and each
member of the Affiliated Group which has been designated as a
Participating Company by the Company and which has accepted such
designation by action of its board of directors.
(v) "Plan Benefit" means a benefit to which the Participant
is entitled under Section 8(a).
(w) "Plan Year" means the 12 month period beginning on
January 1 and ending on December 31 of each year.
(x) "Qualified Plan" shall mean either the Intel
Corporation Profit Sharing Retirement Plan or the Intel
Corporation 401(k) Savings Plan as the context requires.
(y) "Quarter" means a calendar quarter.
(z) "Salary Deferrals" means amounts contributed to the
Qualified Plan on behalf of a Participant pursuant to Section
3(a) of such plan.
(aa) "Subsidiary" means any corporation with respect to
which the Company, one or more Subsidiaries, or the Company
together with one or more Subsidiaries own not less than 80% of
the total combined voting power of all classes of stock entitled
to vote or not less than 80% of the total value of all shares of
all classes of stock.
(bb) "Termination Date" means any of the following:
<PAGE>
(1) The date an Employee dies while employed by a member of
the Affiliated Group;
(2) The date an Employee becomes Totally and Permanently
Disabled while employed by a member of the Affiliated Group:
(3) The date an Employee ceases to be employed by a member
of the Affiliated Group by reason of resignation, discharge or
retirement; or
(4) The first anniversary of the date on which the Employee
is first absent from service with a member of the Affiliated
Group for a reason other than death, disability, quit, discharge
or retirement.
(cc) "Total and Permanent Disability" means the condition
existing within the meaning of the Intel Corporation Long Term
Disability Plan.
(dd) "Valuation Date" means the last business day of each
month and such other days as may be determined by the Company.
(ee) "Year of Service" means the completion of 365 days (or
366 days in the event of a leap year) of service with a member of
the Affiliated Group while the Employment Relationship exists.
An Employee's Years of Service shall include any other period
which constitutes Years of Service under such written and uniform
rules as the Company may adopt from time to time. An Employee's
Years of Service shall be determined by the Company and such
determination shall be conclusive and binding on all persons.
SECTION 13. EXECUTION.
To record the adoption of the Plan to read as set forth
herein, the Company has caused its authorized officers to execute
the same this 15th day of July , 1996.
INTEL CORPORATION
By______________________
As its____________________
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-
Effective Amendment No. 1 to Registration Statement (Form S-8)
pertaining to the Intel Corporation 401(k) Savings Plan and the
Intel Corporation Sheltered Employee Retirement Plan Plus of our
report dated January 15, 1996, with respect to the consolidated
financial statements of Intel Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended
December 30, 1995 and the related financial statement schedule
included therein, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
San Jose, California
July 15, 1996
