As filed with the Securities and Exchange Commission on February
2, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 Number)
2200 Mission College Blvd. 95052-8119
Santa Clara, CA (Zip Code)
(Address of Principal Executive
Offices)
Intel Corporation Special Deferred Compensation Plan
(Full Title of the Plan)
F. THOMAS DUNLAP, JR.
Vice President, General Counsel and Secretary
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052-8119
(Name and Address of Agent for Service)
(408) 765-8080
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
RONALD O. MUELLER, ESQ.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW, Suite 900
Washington, DC 20036
(202) 955-8500
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registration
be Registered (1) Offering Aggregate Fee (3)
(1) Price Per Offering
Share Price (2)
- ----------- ----------- -------- ----------- ---------
Intel
Corporation $10,000,000 100% $10,000,000 $2,950.00
Special
Deferred
Compensation
Plan
Obligations
(1)
(1) The Intel Corporation Special Deferred Compensation Plan
Obligations are unsecured obligations of Intel Corporation
to pay deferred compensation in the future in accordance
with the terms of the Intel Corporation Special Deferred
Compensation Plan.
<PAGE> II-1
INTRODUCTION
This Registration Statement on Form S-8 is filed by Intel
Corporation, a Delaware corporation (the "Company", "Corporation"
or the "Registrant"), relating to $10,000,000 of unsecured
obligations of the Company to pay deferred compensation in the
future (the "Obligations") in accordance with the terms of the
Company's Special Deferred Compensation Plan (the "SDC Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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.
Item 2. Registrant Information and Employee Plan Annual
Information.
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 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference and made a
part hereof:
(i) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 28, 1996;
(ii) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Annual
Report referred to in (i) above; and
(iii)The description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on
Form S-3 (Registration No. 33-56107), filed with the
Commission on April 18, 1995, including any amendment or
report filed for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto, which indicates that
all securities offered hereunder
<PAGE> II-2
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified
or superseded to the extent that a subsequently filed document or
a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by
reference modifies or supersedes such document or such statement
in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
$10,000,000 of SDC Plan Obligations are being registered under
this Registration Statement to be offered to certain eligible
employees of the Company pursuant to the SDC Plan. The
Obligations are general unsecured obligations of the Company to
pay deferred compensation in the future in accordance with the
terms of the SDC Plan from the general assets of the Company, and
rank 'pari passu' with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
The amount credited to the account of each participant
("Participant") in the SDC Plan is determined in accordance with
the Deferred Compensation Agreement entered into between the
Company and such Participant, as adjusted from time to time to
reflect credited investment return or loss. Obligations in an
amount equal to each Participant's deferral account under the
Plan will be payable upon the Participant's termination or
retirement or on such earlier or later distribution date as may
be elected by the Participant under the Plan and the
Participant's Deferred Compensation Agreement, either in an
immediate lump-sum distribution or, upon the election of a
Participant, in installments over a five-year period.
Under the SDC Plan, Obligations for each Participant will be
credited investment return or loss based on the performance of
such investment media as the Participant shall have elected from
among those designated from time to time by the Company (which
may include Intel stock). The value of a Participant's SDC Plan
Obligations will be credited with investment gains or losses
accordingly.
A Participant's SDC Plan Obligations cannot be alienated, sold,
transferred, assigned, pledged, attached or otherwise encumbered
by the Participant, and pass only to a survivor beneficiary under
the SDC Plan, or by will or the laws of descent and distribution,
or pursuant to a qualified order which recognizes the rights of a
spouse or former spouse to share in such Obligations.
The Obligations are not subject to redemption, in whole or in
part, prior to the termination, retirement or death of the
Participant. However, the Company reserves the right to amend or
terminate the SDC Plan at any time, except that no such amendment
or termination shall adversely affect a Participant's right to
Obligations in the amount of the Participant's SDC Plan accounts
as of the date of such amendment or termination.
<PAGE> II-3
The Obligations are not convertible into any other security of
the Company. The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on
the part of the Company. No trustee has been appointed having
the authority to take action with respect to the Obligations and
each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments
pertaining to the Obligations, enforcing covenants and taking
action upon a default.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors
of corporations in terms sufficiently broad to indemnify the
officers and directors of the Corporation under certain
circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act"). Section 102(b)(7) of the DGCL permits a
corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
As permitted by the DGCL, the Corporation's Certificate of
Incorporation (the "Charter") provides that, to the fullest
extent permitted by the DGCL or decisional law, no director shall
be personally liable to the Corporation or to its stockholders
for monetary damages for breach of his fiduciary duty as a
director. The effect of this provision in the Charter is to
eliminate the rights of the Corporation and its stockholders
(through stockholders' derivative suits on behalf of the
Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including
breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv),
inclusive, above. These provisions will not alter the liability
of directors under federal securities laws.
The Corporation's Bylaws (the "Bylaws") provide that the
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation or
enterprise (including an employee benefit plan), against all
expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes and penalties, and amounts
paid or to be paid in settlement, and any interest, assessments,
or other charges imposed thereof, and any taxes imposed on such
person as a result of such payments) reasonably
<PAGE> II-4
incurred or suffered by such person in connection with
investigating, defending, being a witness in, or participating in
(including on appeal), or preparing for any of the foregoing in
such action, suit or proceeding, to the fullest extent authorized
by the DGCL, provided that the Corporation shall indemnify such
person in connection with any such action, suit or proceeding
initiated by such person only if authorized by the Board of
Directors of the Corporation or brought to enforce certain
indemnification rights.
The Bylaws also provide that expenses incurred by an officer or
director of the Corporation (acting in his capacity as such) in
defending any such action, suit or proceeding shall be paid by
the Corporation, provided that if required by the DGCL such
expenses shall be advanced only upon delivery to the Corporation
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation. Expenses
incurred by other agents of the Corporation may be advanced upon
such terms and conditions as the Board of Directors of the
Corporation deems appropriate. Any obligation to reimburse the
Corporation for expenses advanced under such provisions shall be
unsecured and no interest shall be charged thereon.
The Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that any right of
indemnification or protection provided under the Bylaws shall not
be adversely affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any such
expenses, liability and loss, whether or not the Corporation
would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.
In addition to the above, the Corporation has entered into
indemnification agreements with each of its directors and certain
of its officers. The indemnification agreements provide
directors and officers with the same indemnification by the
Corporation as described above and assure directors and officers
that indemnification will continue to be provided despite future
changes in the Bylaws of the Corporation. The Corporation also
provides indemnity insurance pursuant to which officers and
directors are indemnified or insured against liability or loss
under certain circumstances, which may include liability or
related loss under the Securities Act and the Exchange Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
No.
4.1 Intel Corporation Special Deferred Compensation Plan
<PAGE> II-5
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 4.2 of Registrant's Form S-8 as
filed on February 3, 1997).
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), the Third Amendment to
Warrant Agreement dated as of May 1, 1995 (incorporated
by reference to Exhibit 4.2 of the Registrant's Form 10-
K as filed on March 29, 1996), and the Fourth Amendment
to Warrant Agreement dated as of May 21, 1997
(incorporated by reference to Exhibit 4.2 of the
Registrant's Form 10-Q as filed on August 11, 1997).
5.1 Legal Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney (contained on signature page hereto).
* Incorporated by reference
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
<PAGE> II-6
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii)To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director,
<PAGE> II-7
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, there-unto duly authorized, in the
City of Santa Clara, State of California, on this 31st day of
December, 1997.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
Each person whose signature appears below constitutes and
appoints F. Thomas Dunlap, Jr. and Andy D. Bryant, and each of
them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, severally, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
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 Emeritus Dec. 31, 1997
Gordon E. Moore
/s/Andrew S. Grove Principal Executive Officer, Dec. 31, 1997
Andrew S. Grove Chairman of the Board and
Director (Principal
Executive Officer)
/s/Craig R. Barrett President, Chief Operating Dec. 31, 1997
Craig R. Barrett Officer and Director
/s/Andy D. Bryant Vice President, Principal Dec. 31, 1997
Andy D. Bryant Accounting and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/John Browne Director Dec. 31, 1997
John Browne
/s/Winston H. Chen Director Dec. 31, 1997
Winston H. Chen
/s/D. James Guzy Director Dec. 31, 1997
D. James Guzy
/s/Arthur Rock Director Dec. 31, 1997
Arthur Rock
Director
Jane E. Shaw
/s/Leslie L. Vadasz Director Dec. 31, 1997
Leslie L. Vadasz
/s/David B. Yoffie Director Dec. 31, 1997
David B. Yoffie
/s/Charles E. Young Director Dec. 31, 1997
Charles E. Young
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
4.1 Intel Corporation Special Deferred Compensation Plan
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 4.2 of Registrant's Form S-8 as
filed on February 3, 1997).
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), the Third Amendment to
Warrant Agreement dated as of May 1, 1995 (incorporated
by reference to Exhibit 4.2 of the Registrant's Form 10-
K as filed on March 29, 1996), and the Fourth Amendment
to Warrant Agreement dated as of May 21, 1997
(incorporated by reference to Exhibit 4.2 of the
Registrant's Form 10-Q as filed on August 11, 1997).
5.1 Legal Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney (contained on signature page hereto).
* Incorporated by reference
Exhibit 4.1
INTEL CORPORATION
SPECIAL DEFERRED COMPENSATION PLAN
This INTEL CORPORATION SPECIAL DEFERRED COMPENSATION PLAN (the
"Plan") is adopted by Intel Corporation, a Delaware corporation
("Intel"), for the purpose of providing supplemental retirement
benefits to highly compensated or key management employees of the
Company and their beneficiaries in consideration of services
rendered to the Company and as an inducement for their continued
services in the future.
ARTICLE I
DEFINITIONS
Whenever used herein, the masculine pronoun shall be deemed to
include the feminine, and the singular to include the plural,
unless the context clearly indicates otherwise, and the following
definitions shall govern the Plan:
1.1 "Account" means the book entry account established under the
Plan for each Participant to which shall be credited such
amounts as the Company shall determine, the Participant's
Credited Investment Return (Loss) determined under Article
IV and which shall be reduced by any distributions made to
Participant.
1.2 "Alternate Payee" is a spouse or former spouse of a
Participant.
1.3 "Beneficiary" means one (1), some, or all (as the context
shall require) of those persons, trusts or other entities
entitled to receive Benefits which may be payable hereunder
upon a Participant's death as determined under Article VI.
1.4 "Benefits" means the amounts credited to a Participant's
Account pursuant to such Participant's Deferred Compensation
Agreements plus or minus all Credited Investment Return
(Loss).
1.5 "Board of Directors" or "Board" means the Board of Directors
of Intel Corporation.
1.6 "Code" means the Internal Revenue Code of 1986, as amended,
and references to particular sections of the Code are deemed
to refer to such sections or any successor sections thereto.
1.7 "Company" means Intel and any present or future parent
corporation or subsidiary corporation of Intel which the
Board determines should be included in the Plan. For
purposes of the Plan, the terms parent corporation and
subsidiary
<PAGE> 2
corporation shall be defined as set forth in Sections 424(e)
and 424(f) of the Code.
1.8 "Credited Investment Return (Loss)" means the hypothetical
investment return which shall be credited to the
Participant's Account pursuant to Article IV.
1.9 "Deemed Investment Elections" means the investment elections
described in Article IV.
1.10 "Deferred Compensation Agreement" means the Agreement to
Participate and to Defer Compensation in the form attached
hereto as Exhibit A, or such other form of deferred
compensation agreement between Participants and the Company
as the Company may prescribe from time to time.
1.11 "Distribution Date" means the date on which distribution of
a Participant's Benefits is made or commenced pursuant to
Article V.
1.12 "Distribution Election" means the election described in
Section 5.2(b).
1.13 "Early Benefit Distribution Date" means the date elected by
a Participant for the early distribution of Benefits, as
provided in Section 5.1(b).
1.14 "Effective Date" means September 15, 1997.
1.15 "Financial Hardship" means one (1) 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, as determined by the
Company.
1.16 "Intel" means Intel Corporation, a Delaware corporation.
1.17 "Participant" means a highly compensated or key management
employee of the Company who has been designated by the
Company as eligible to participate in this Plan and for whom
an Account has been established.
1.18 "Plan" shall mean this Intel Corporation Special Deferred
Compensation Plan, as it may be amended from time to time.
1.19 "Plan Year" means the calendar year.
<PAGE> 3
1.20 "QDRO" means a court order that recognizes the right of an
Alternate Payee of a Participant to an interest in amounts
deferred under this Plan on behalf of such Participant due
to marital property rights and that the Company determines
to be the equivalent of a "qualified domestic relations
order," as that term is defined Section 414(p) of the Code,
but for the fact that the Plan is not a plan described in
Section 414(p) of the Code.
1.21 "Qualified Plan" means the Intel Corporation Profit Sharing
Retirement Plan and 401(k) Savings Plan.
1.22 "Termination Event" means the termination of the
Participant's employment with the Company for any reason,
including but not limited to the Participant's death or
Total Disability.
1.23 "Total Disability" means the condition that would entitle a
Participant to benefits under the Intel Corporation Long
Term Disability Plan as the same may be amended from time to
time. No termination of employment shall be deemed to have
occurred by reason of Total Disability unless the Company
determines in its sole discretion that the condition
constituting such Total Disability exists on the date of
such termination of employment, that such condition actually
is known to the Company at the date of such termination of
employment, and that such condition is the direct cause of
such termination.
ARTICLE II
ELIGIBILITY
2.1 Eligibility. Eligibility for participation in the Plan
shall be limited to key management or highly compensated
employees of the Company who are selected by the Company, in
its sole discretion, to participate in the Plan.
Individuals who are in this select group shall be notified
as to their eligibility to participate in the Plan. Each
individual who becomes a Participant shall execute a
Deferred Compensation Agreement in the form prescribed by
the Company.
2.2 Cessation of Participation. Participation in the Plan shall
continue until all of the Benefits to which the Participant
is entitled thereunder have been paid in full.
ARTICLE III
PARTICIPANT'S ACCOUNTS
3.1 Establishment of Accounts. The Company shall cause an
Account to be kept in the name of each Participant and each
Beneficiary of a deceased Participant which shall reflect
the value of such Participant's Benefits as adjusted from
time to time to reflect Credited Investment Return (Loss).
Each such Account initially
<PAGE> 4
shall be credited with an amount specified in the Deferred
Compensation Agreement.
3.2 Vesting. Accounts shall be 100% vested upon a Participant's
death or Total Disability. Otherwise, Accounts shall be
subject to such terms and conditions of vesting as are set
forth in the Deferred Compensation Agreement. If a
Participant's employment with the Company is terminated for
any reason other than death or Total Disability, the
unvested portion of his or her Account shall be forfeited to
the Company as of the date of such termination.
3.3 Acceleration of Vesting. Notwithstanding anything herein to
the contrary, the Company may, in its discretion, accelerate
the vesting schedule to which any Account is subject.
ARTICLE IV
CREDITED INVESTMENT RETURN (LOSS) ON PARTICIPANT'S ACCOUNTS
4.1 Credited Investment Return (Loss).
(a) Each Participant's Account shall be credited monthly,
or more frequently as the Company may specify, with the
Credited Investment Return (Loss) attributable to his
or her Account. The Credited Investment Return (Loss)
is the amount which the Participant's Account would
have earned if the amounts credited to the Account had,
in fact, been invested in accordance with the
Participant's Deemed Investment Elections.
(b) The Company shall designate deemed investments. The
Company shall specify the particular funds, indices or
reference rates which shall constitute deemed
investments, and may, in its sole discretion, change or
add to the deemed investments; provided, however, that
the Company shall notify Participants of any such
change prior to the effective date thereof.
4.2 Deemed Investment Elections. Each Participant may select
among the deemed investments and specify the manner in which
his or her Account shall be deemed to be invested for
purposes of determining Participant's Credited Investment
Return (Loss). The Company shall establish and communicate
the rules, procedures and deadlines for making and changing
Deemed Investment Elections. Any permitted investment
selection made by a Participant shall be given effect at
such times as the Company determines from time to time to be
administratively practicable.
<PAGE> 5
ARTICLE V
BENEFITS
5.1 (a) Timing of Distribution. The amounts credited to a
Participant's Account, to the extent vested, shall be
paid (or payment shall commence) within a reasonable
time after (i) the Early Benefit Distribution Date, if
the Participant has made a valid election for early
distribution of Benefits pursuant to Section 5.1(b),
(ii) a Termination Event, or (iii) such other date
after a Termination Event as the Participant may
specify on his or her original Deferred Compensation
Agreement; provided, however, that in no event shall
any amount due commence to be paid later than the date
which is five (5) years after the Participant's
Termination Event.
(b) Early Benefit Distribution. A Participant may elect an
Early Benefit Distribution Date. Such election shall
be made on the Participant's original Deferred
Compensation Agreement and shall specify the portion or
amount of the Participant's Account to be distributed
on such Early Distribution Date; provided that such
portion or amount specified shall not exceed the
portion or amount credited to the Participant's Account
which is vested as of the Early Benefit Distribution
Date. Any election of an Early Benefit Distribution
Date shall be irrevocable, both as to the date of
distribution and as to the amount of the distribution.
(i) No election of an Early Benefit Distribution Date
shall be given effect unless such election
specifies an Early Benefit Distribution Date which
is at least twenty-four (24) full calendar months
from the date such election is received by the
Company.
(ii) In the event a Participant elects an Early Benefit
Distribution Date for less than 100% of his or her
Account (determined as of the Early Benefit
Distribution Date), the balance of the
Participant's Account remaining after the Early
Benefit Distribution Date (adjusted as provided in
Article IV) shall be distributed to the extent
vested, in accordance with Section 5.1(a) without
regard to Section 5.1(a)(i).
(iii)In the event a Participant has a Termination
Event prior to his or her Early Benefit
Distribution Date, his or her election of an Early
Benefit Distribution Date shall not be given
effect and distribution of the Participant's
Accounts, to the extent vested, shall be made in
accordance with Section 5.1(a) without regard to
Section 5.1(a)(i).
5.2 (a) Method of Distribution. A Participant's Account
shall be paid in one of the following methods specified
in his or her most recent valid Distribution Election
filed with the Company in accordance with this Section
5.2: (i) a
<PAGE> 6
single lump sum payment; or (ii) substantially
equal annual installments over either a five year or a
ten year period. Accounts, 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.
(b) Distribution Election. The Participant shall designate
the method of distribution on the Deferred Compensation
Agreement filed pursuant to the Plan and may amend any
such designation by filing such amendment in such form
and manner as the Company may prescribe. However, no
amendment which is filed within six (6) full calendar
months preceding the Participant's Termination Event
(other than death or Total Disability) or other
Distribution Date, if applicable (whichever event or
date gives rise to a payment of Benefits to the
Participant), or that has the effect of accelerating
payments, shall be given effect with respect to
Benefits that become payable as of such Termination
Event or other elected Distribution Date.
(c) Death Benefits. In the event the Participant dies
before his or her Benefits have been fully distributed,
the Participant's Benefits shall be paid to his or her
Beneficiary in accordance with the Participant's most
recent valid Distribution Election.
(d) Non-Election. If no Distribution Election has been
properly made prior to the Distribution Date, the
Participant's Benefits will be distributed in a single
lump sum. In the event that a Participant files an
amended Distribution Election as to the form of
distribution but such amendment cannot be given effect
by reason of the provisions of Section 5.2(b),
distribution shall be made in accordance with the
Participant's Compensation Deferral Agreement, any
valid amendment thereto, or otherwise in accordance
with this Section 5.2(d).
(e) Valuation of Accounts. Participants Accounts shall be
valued as of the valuation date immediately preceding
the Distribution Date.
5.3 Financial Hardship. Notwithstanding the foregoing, with the
consent of the Company, a Participant may withdraw up to one
hundred percent (100%) of the vested amount credited to his
or her Account as may be required to meet an unforeseeable
emergency of the Participant constituting a Financial
Hardship, provided that the entire amount requested by the
Participant is not reasonably available from other resources
of the Participant, and provided further that:
(a) The withdrawal must be necessary to satisfy the
unforeseeable emergency and no more may be withdrawn
from the Participant's Account than is required to
relieve the financial need after taking into account
other resources that are reasonably available to the
Participant for this purpose.
<PAGE> 7
(b) The Participant must certify such matters as the
Company reasonably may require, including that the
financial need cannot be relieved: (i) through
reimbursement or compensation by insurance or
otherwise; (ii) by reasonable liquidation of the
Participant's assets, to the extent such liquidation
would not itself cause an immediate and heavy financial
need; (iii) by discontinuing the Participant's salary
deferrals, if any; or (iv) by borrowing from commercial
sources on reasonable commercial terms.
Notwithstanding the preceding provisions of this
Section 5.3, the Company shall be entitled to impose
such further restrictions on a withdrawal for Financial
Hardship as it deems necessary to avoid adverse tax
consequences to any Participant.
5.4 Limitation on Distributions to Covered Employees.
Notwithstanding any other provision of this Article V, in
the event that the Participant is a "covered employee" as
defined in Section 162(m)(3) of the Code, or would be a
covered employee if the Benefits were distributed in
accordance with his or her Distribution Election or
withdrawal request, the maximum amount which may be
distributed from the Participant's Account, in any Plan
Year, shall not exceed one million dollars ($1,000,000) less
the amount of compensation paid to the Participant in such
Plan Year which is not "performance-based" (as defined in
Code Section 162(m)(4)(C)), which amount shall be reasonably
determined by the Company at the time of the proposed
distribution. Any amount which is not distributed to the
Participant in a Plan Year as a result of the limitation set
forth in this Section 5.4 shall be distributed to the
Participant in the next Plan Year, subject to compliance
with the foregoing limitation set forth in this Section 5.4.
5.5 Tax Withholding. All payments under this Article V shall be
subject to all applicable withholding for state and federal
income tax and to any other federal, state or local tax
which may be applicable thereto. In the event any taxes
become due prior to payment, including but not limited to,
taxes under Section 3121(v) of the Code, such taxes shall be
the sole responsibility of the Participant.
ARTICLE VI
BENEFICIARIES
6.1 Designation of Beneficiary. The Participant shall have the
right to designate, on such form as may be prescribed by the
Company, a Beneficiary to receive any Benefits due under
Article V which may remain unpaid at the Participant's death
and shall have the right at any time to revoke such
designation and to substitute another such Beneficiary.
6.2 No Designated Beneficiary. If, upon the death of the
Participant, there is no valid designation of a Beneficiary,
the Beneficiary shall be the Participant's estate.
<PAGE> 8
ARTICLE VII
ADMINISTRATION OF THE PLAN
7.1 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.
7.2 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. Neither any
Participant nor any Beneficiary shall have any legal or
equitable interest in such assets or policies, or any other
asset of the Company.
ARTICLE VIII
MISCELLANEOUS
8.1 The right of a Participant or his or her 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, prior to payment, any of the Benefits
payable under this Plan.
8.2 In determining investment yields by reference to Deemed
Investment Elections, Intel does not endorse any of the
investment funds and does not guarantee that Participants
will receive a positive return on the investment of Accounts
by measuring performance in such manner.
8.3 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, to the extent
such arrangements have not been made by 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> 9
8.4 The right to payment under this Plan may be assigned to an
Alternate Payee pursuant to a QDRO. 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.
8.5 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 (6) 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 six (6) months and one (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.
8.6 Except as provided in Section 8.4, the right of any
Participant, any Beneficiary, or any other person to the
payment of any Benefits under this Plan shall not be
assigned, transferred, pledged or encumbered.
8.7 This Plan shall be binding upon and inure to the benefit of
the Company, its successors and assigns and the Participant
and his or her heirs, executors, administrators and legal
representatives.
8.8 Nothing contained herein shall be construed as conferring
upon any Participant the right to continue in the employ of
the Company as an employee.
8.9 If the Company, the Participant, any Beneficiary, or a
successor in interest to any of the foregoing, brings legal
action to enforce any of the provisions of this Plan, the
prevailing party in such legal action shall be reimbursed by
the other party for the prevailing party's costs of such
legal action including, without limitation, reasonable fees
of attorneys, accountants and similar advisors and expert
witnesses.
8.10 Any dispute or claim relating to or arising out of this Plan
that cannot be resolved pursuant to the internal dispute
resolution processes implemented by the Company with respect
to the Plan, if any, shall be fully and finally resolved by
binding arbitration conducted in the County of Santa Clara,
California, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, by a single,
neutral arbitrator selected in accordance with such Rules.
The discretion of the arbitrator to fashion remedies in any
such arbitration
<PAGE> 10
shall be no broader than the legal and equitable remedies
available to a court. The judgment upon the award rendered
by the arbitration may be entered into any court having
jurisdiction thereof
8.11 This Plan shall be construed in accordance with and governed
by 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.
8.12 This Plan constitutes the entire understanding and agreement
with respect to the subject matter contained herein, and
there are no agreements, understandings, restrictions,
representations or warranties among any Participant and the
Company other than those set forth or provided for herein.
8.13 (a) This Plan may be amended by Intel at any time in
its sole discretion by resolution of its Board or any
committee to which its Board has delegated such
authority to amend; provided, however, that no
amendment may be made which would alter the irrevocable
nature of an election or which would reduce the amount
credited to a Participant's Account on the date of such
amendment.
(b) Notwithstanding the foregoing paragraph or any other
provision in this Plan to the contrary, Intel reserves
the right to terminate the Plan in its entirety at any
time upon fifteen (15) days notice to the Participant.
Any amounts not distributed after payment in full of
all Benefits hereunder shall revert to the Company.
ARTICLE IX
EXECUTION
To record the adoption of the Plan to read as set forth herein,
the Company has caused its authorized officer to execute the same
this _______ day of _________________, 1998.
INTEL CORPORATION
By: ____________________________
As its: ____________________________
Exhibit 5.1
[LETTERHEAD OF]
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
1050 Connecticut Avenue, NW
WASHINGTON, D.C. 20036-5306
(202) 955-8500
FACSIMILE: (202) 467-0539
January 27, 1998
Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119
Re: Registration Statement on Form S-8 with respect to the Intel
Corporation Special Deferred Compensation Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Intel Corporation, a
Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of $10,000,000 of general
unsecured obligations (the "Obligations") of the Company to pay
deferred compensation in the future in accordance with the Intel
Corporation Special Deferred Compensation Plan ("the SDC Plan").
As your counsel, we have examined the Company's Certificate of
Incorporation and Bylaws, each as amended to date, and the
records of certain corporate proceedings and actions taken and
proposed to be taken by the Company in connection with the sale
and issuance of the Securities under the SDC Plan.
Based upon the foregoing, and in reliance thereon, we are of the
opinion that the Obligations being offered under the SDC Plan,
when issued in accordance with the provisions of the SDC Plan,
will be valid and binding obligations of the Company, enforceable
in accordance with their terms, except as enforcement thereof may
be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors'
rights or by general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Intel Corporation Special
Deferred Compensation Plan of our reports dated January 13, 1997
and March 26, 1997, with respect to the consolidated financial
statements and schedule of Intel Corporation, respectively,
included and incorporated by reference in its Annual Report (Form
10-K) for the year ended December 28, 1996, filed with the
Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
San Jose, California
January 29, 1998
