To: carl a. mehr who wrote (172761 ) 1/31/2003 8:40:02 AM From: GVTucker Respond to of 186894 Carl, RE: director compensation, specifically Pottruck All that information is in the proxy statement. This would be a good time to remind everyone: READ! Every single public company files a 10-K, 10-Q, annual report, and proxy statement. A shareholder should read each cover to cover.sec.gov Interesting to note that Mr. Pottruck is the chair of the Finance Committee, and also a member of the Compensation Committee. The cash compensation to the directors is fine, but the options compensation is absurd. It gives the directors the incentive to "shoot for the fences" and take on excessively risky projects. Any wonder that Intel undertook the rather expensive foray into non-core businesses in the late 90's? If it works, the options are worth millions. If it doesn't work, well, options can't go below zero, so they lose nothing, and shareholders are left holding the bag. Specifically in regard to the option issue: In 2001, each independent director was paid a retainer fee of $24,000. In addition, independent directors receive a fee of $4,000 plus out-of-pocket expenses for each regular Board meeting attended. Independent directors also receive a fee of $500 for each special telephonic Board meeting attended. In 2001, Dr. Yoffie received an additional $6,000 for serving as Lead Independent Director. Directors who are company employees receive no additional or special compensation for serving as directors. Independent directors do not receive consulting, legal or other fees from Intel other than Board compensation. Intel also grants stock options to independent directors. In accordance with Intel's 1984 Stock Option Plan, option grants to independent directors may not exceed 40,000 shares per director per year, and the option exercise price must be equal to the fair market value on the date of grant. During 2001, Intel granted each independent director an option to purchase a total of 15,000 shares at an exercise price of $29.41 per share, except for Mr. Hundt, who received option grants exercisable for a total of 35,000 shares at an exercise price of $28.76 per share. Mr. Hundt joined the Board in 2001, and accordingly, his option grants included an initial option to purchase 20,000 shares plus the annual director option grant of 15,000 shares. He received his grants on the date that he joined the Board, resulting in a different exercise price than the other directors' annual grants. Independent director options are exercisable in full one year from the date of grant. Intel has a deferred compensation plan for independent directors. Under this plan, independent directors may elect to defer up to 100% of their annual retainer and fees, and receive an investment return on the deferred funds as if the funds were invested in Intel common stock. Independent directors participating in the plan may make irrevocable elections to receive the deferred funds in a lump sum or in equal annual installments over 5 years or 10 years, and to begin receiving distributions at retirement or at the earlier of retirement and a date specified at the time of the election, which cannot be less than 24 months from the election date. This deferred independent director compensation is an unsecured obligation of Intel. Drs. Yoffie and Shaw and Mr. Pottruck participated in the deferred compensation plan for 2001. In 1998, the Board terminated its retirement program for independent directors. The retirement program provided a retirement benefit to any independent director who had at least 10 years of service or who retired after the age of 65 with at least 5 years of service. All independent directors serving at the time of termination were vested with the number of years served (regardless of whether they had met the previous vesting requirements), and no further years of service will accrue for purposes of retirement benefits. Directors vested under the program receive an annual benefit equal to the annual retainer fee in effect at the time of payment, to be paid beginning at commencement of retirement and continuing for the lesser of the number of years served as an independent director or the life of the director.