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fowler

01/30/03 5:51 PM

#3867 RE: Elmer Phud #3866

Elmer,

Again, I understand that the options that were recently exercised were granted a long time ago, that they are not just now being awarded. It can certainly be argued that it makes sense to grant long term options, so that management doesn't make short term decisions. And I don't have a problem with employee's making a lot of money, as long as shareholders are making a lot of money. But emotionally, not intellectually, with the stock price performance, you can see how some shareholders would get upset seeing these guys cash out for $millions.

I (personally) do think that the option grants are out of proportion to the contribution of some of the individual employees. Does Leslie Vadasz deserve 314,000 new options bringing his options to 2.1 million for the performance of Intel Capital (that has lost $Billions in value)? Does Michael Splinter deserve 528,852 new options to bring his total to 3.77 million shares. Does Sean Maloney deserve 529,707 new options to bring his total to 2.7 million shares for the performance of the communications group (that continues to lose money).

Those are big numbers. And assuming that the options end up in the money, Intel will use shareholders (risk takers) profits to buy those shares to reward those employees.

I have no problem with these folks getting rich, it's the filthy rich part that bothers me. The perception can be that the employee's are "stealing" (too strong a word) from the company owners, skimming from the cash register.

Like I said, there has to be a better way, to keep everybody aligned.

An article as one reference to the new option grants:

Intel doles options to all employees
By Chris Kraeuter, CBS.MarketWatch.com
Last Update: 4:08 PM ET Dec. 3, 2002

SANTA CLARA, Calif. (CBS.MW) -- Intel granted almost all of its employees, including several top executives, stock options last week.

"This was intended as a special grant to 'incent' and retain Intel employees across the board," said spokesman Bill Calder, adding that the company's directors, chairman, chief executive and president did not receive any options.

Calder declined to provide specifics about how many total options were granted to employees, who numbered 81,700 at the end of September.

For other top executives receiving options, including the chief financial officer, Intel provided details on Nov. 27 in separate Form 4 filings with the SEC, which indicate changes in equity ownership by directors, officers or owners of more than 10 percent of a certain class of stock.

Intel (INTC: news, chart, profile) shares slid 3.5 percent Tuesday to $20.31 as part of a broad market decline.

So far this year, according to Intel's most recent quarterly report, filed on Nov. 6, the company had granted 5.2 percent of its total options to the company's five top executives. Those same executives only received 0.8 percent of total options in 2001 and 0.4 percent in 2000.

In its 10-Q filing, Intel said the higher percentage stemmed from additional grants to top executives "in recognition of their future potential in leading the corporation." Also, Intel said it intended to reduce the overall percentage of options granted to top executives by making additional companywide grants during the final three months of 2002.

"The grants were meant to provide additional long-term incentives for employees in the current market," said Calder on Tuesday.

CFO Andy Bryant was granted options for 528,852 shares at an exercise price of $20.23 each. Options will begin to vest in installments for 328,000 shares beginning one year from now. The remainder won't vest until 2007.

During the first nine months of this year, Bryant, also a director, was granted options to buy 804,000 shares at prices around $30 each. He now owns options on 2.76 million shares of Intel stock.

Leslie Vadasz, executive vice president and director, received options on 313,825 shares at $20.23 each. Vadasz leads Intel Capital, the company's funding and investment group. During the first nine months of this year, he received options on 92,000 shares at a price of $29.33 each. He now owns options on 2.1 million shares.

Michael Splinter, executive vice president in charge of global sales, received options on 528,852 shares at an exercise price of $20.23 each. He now owns options on 3.77 million shares.

Sean Maloney, executive vice president of Intel's communications group, received options for 529,707 shares at $20.23 each. He owns options representing 2.7 million shares.

Senior Vice President F. Thomas Dunlap received options on 259,568 shares at $20.23 each. He is Intel's general counsel and secretary.

Two other senior vice presidents also filed having received options on about 260,000 shares each, and a vice president received options on 211,000 shares.

Chris Kraeuter is a reporter for CBS.MarketWatch.com in San Francisco.