UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 2, 2005
(Date of earliest event reported)
INTEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-06217 94-1672743
(State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
2200 Mission College Blvd., Santa Clara, CA 95052-8119
(Address of Principal Executive Offices) (Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4c))
Item Departure of Directors or Principal Officers;
5.02 Election of Directors; Appointment of Principal
Officers
Intel Corporation (the "Company") is filing this
amendment to its Current Report on Form 8-K filed
on November 15, 2004 to provide additional
information that was not determined or available at
the time the original report was filed. The
November 15, 2004 Form 8-K reported, among other
things, that on November 10, 2004, the Company's
Board of Directors elected Paul S. Otellini as
President and Chief Executive Officer of the
Company and Dr. Craig R. Barrett as Chairman of the
Board of the Company, effective as of the Company's
annual meeting of stockholders in May 2005. On
February 2, 2005, the Compensation Committee of the
Board of Directors of the Company approved the
salary and other compensation arrangements of Mr.
Otellini and Dr. Barrett, as described below.
Mr. Otellini's employment with the Company is on
an at-will basis. The Compensation Committee set
his base salary for 2005 at $550,000 per year,
effective as of January 1. Effective June 1,
following his promotion to Chief Executive Officer,
his base salary will increase to $650,000 per year.
In addition to base salary, Mr. Otellini is
eligible for performance incentive compensation
under the Company's Executive Officer Incentive
Plan ("EOIP"). As described more fully in the
Company's 2004 Proxy Statement, awards under the
EOIP are determined by multiplying the officer's
individual incentive target by Intel's earnings per
share for the year (as adjusted by the Compensation
Committee of the Board of Directors) and by a
performance factor established by the Compensation
Committee. Individual awards under the EOIP are
capped at $5,000,000 and the Compensation Committee
has the discretion to reduce (but not increase) the
award. Mr. Otellini's individual incentive target
for 2005 under the EOIP is currently set at
$600,000. Effective June 1, his target will
increase to $750,000. Mr. Otellini's actual payout
under the EOIP, which will be based on the
Company's fiscal 2005 results, will not be
determined until early 2006 and will comprise the
prorated payouts for each target.
Mr. Otellini received a long-term executive
performance stock option grant for 400,000 shares
on February 2, 2005. This grant vests in 25%
annual increments beginning four years from the
date of grant. Mr. Otellini will also be
recommended for a stock option grant covering
500,000 shares in April in connection with the
Company's annual stock option grant program.
Annual stock option grants vest in 25% annual
increments beginning one year from the date of
grant.
Dr. Barrett's employment with the Company is also
on an at-will basis. The Compensation Committee
set his base salary for 2005 at $610,000. Dr.
Barrett also participates in the EOIP. His
individual incentive target for 2005 under EOIP has
been set at $700,000. As with Mr. Otellini, his
actual payout under the EOIP will be determined in
early 2006 based on the Company's performance for
2005. Dr. Barrett will also be recommended for a
stock option grant covering 250,000 shares in April
in connection with the Company's annual stock
option grant program. As noted above, annual stock
option grants vest in 25% annual increments
beginning one year from the date of grant.
Both Mr. Otellini and Dr. Barrett also participate
in the Company's semiannual cash award program in
which they will receive 0.55 day of pay (calculated
based on eligible earnings for the six-month
period, including one-half of incentive targets as
applicable) for every two percentage points of
corporate pretax margin (pretax profit as a
percentage of revenue), or a total payment based on
4% of net income, whichever is greater. Payouts
under this program are made in the first and third
quarters of the year based on corporate performance
for the previous two quarters. The program also
provides an extra day of pay if the Company
achieves its customer satisfaction goals for the
performance period.
In addition, both Mr. Otellini and Dr. Barrett are
eligible to receive Company contributions to their
accounts in the Company's tax-qualified and non-
qualified capital accumulation/retirement plans.
Company contributions to these plans are
discretionary and may vary with the Company's
financial performance, particularly revenue and
income. Since the amount of the Company
contribution to the tax-qualified plan is limited
by U.S. tax law, the excess, if any, is allocated
to the individual's account in the non-qualified
plan. The amount of the 2005 Company contribution
to these plans will be determined in early 2006
based on the Company's performance for fiscal 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTEL CORPORATION
(Registrant)
By: /s/Cary I. Klafter
Cary I. Klafter
Date: February 7, 2005 Secretary