INTEL CORP — Director's Dealing 2010

Jul 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2010-07-22

Reporting Person: SHAW JANE E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-22	Performance-based Restricted Stock Units	$0	A	5630	Acquired		Common Stock (5630)	Direct
2010-07-22	Restricted Stock Units	$0	A	8655	Acquired		Common Stock (8655)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	144470	Direct
Common Stock	32653.7573	Indirect

Footnotes

F1: Includes 928.7806 shares acquired under the Intel Corporation Direct Stock Purchase and Dividend Reinvestment Plan in September 2009, December 2009, March 2010 and June 2010.

F2: Each Performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, no less than 33% and no more than 200% of one share of Intel common stock, together with dividend equivalent shares on the vested number of shares. The resulting number of shares of Intel common stock acquired upon vesting of the Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year period beginning on January 22, 2010 and ending on January 22, 2013, unless that date falls on a date that the NASDAQ Stock Market is closed, in which case the next business date that the NASDAQ Stock Market is open shall apply.

F3: Unless earlier forfeited under the terms of the Performance-based RSU, each Performance-based RSU vests and converts into no less than 33% and no more than 200% of one share of Intel common stock three years after the grant date (together with dividend equivalent shares thereon), unless that date falls on a non-business date, in which case the next business date shall apply.

F4: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F5: The reporting person elected to defer settlement of his/her grant of restricted stock units until the termination of his/her service to the Intel Corporation Board of Directors.

F6: Unless earlier forfeited under the terms of the RSU, 33 1/3% of the award vests and converts into common stock on each anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.