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1.業績ベースの制限付株式ユニットの条件。本業績ベースの制限付株式ユニット契約、本書に添付されている別紙および付録を含みます（本業績ベースの制限付株式ユニット契約および当該添付書類を総称して、これ」契約」）、ここに同封された（またはウェブポータルの該当するアワード承認ページ経由で随時有効になる場合があります）、業績ベースの制限付株式ユニットの付与通知（助成金のお知らせ」）とアルテラ・コーポレーション2024株式インセンティブ・プラン（2024プラン」）、これは随時修正される可能性があるため、デラウェア州の企業であるアルテラ・コーポレーション（以下、「株式会社」）と、あなたを雇用している、またはあなたがサービスを提供している法人（会社と異なる場合は、雇用主」）、業績ベースの制限付株式ユニットについて（」PSU」) は、付与通知に記載されています。あなたに付与されたPSUは、付与通知に記載されている付与日から有効です（「付与日」)。本契約と2024年プランの条件に矛盾がある場合は、2024年プランの条件が優先されます。本契約または付与通知で明確に定義されていないが、2024年計画で定義されている大文字の用語は、2024年計画と同じ定義になります。

3.PSUの権利確定。本契約の第6条、第7条、第8条、第9条に規定されている場合を除き、お客様は、付与通知に指定された付与日から本書に添付されている業績に基づく権利確定表に指定された各権利確定日まで、当社、法人の子会社、または移行日の前にインテルに継続的に雇用されているか、継続的にサービスを提供している場合に限ります。別紙A、PSUは権利が確定し、会社の普通株式数（額面0.001ドル）を受け取る権利に転換されます（」普通株式」）、ここに添付されている業績ベースの権利確定スケジュールに従って決定されます別紙A、本契約に別段の定めがある場合を除きます。普通株が証券取引所または国内市場システムで取引されている場合（」交換」）そして、PSUの権利確定日は週末または取引所が開いていないその他の日に当たります。そのようなPSUは、ここに添付されている業績ベースの権利確定スケジュールに指定された権利確定日に権利が確定します別紙Aただし、源泉徴収や報告の目的を含め、そのような既得PSUの公正市場価値（2024年プランで定義されているとおり）は、翌日の取引日に決定されます。ただし、1934年の証券取引法の規則16a-1（f）で定義されているように、取締役会によって「役員」に指名された場合は（a）セクション16役員」）、上記は適用されないものとし、影響を受けるPSUは翌日の取引日に権利が確定し、そのような権利が確定したPSUの公正市場価値は、PSUが権利確定した日付の時点で決定されます。付与通知に明記されているように、PSUが転換する普通株式の数は、2024年計画に規定されているとおり、株式分割および同様の事項に合わせて調整されます。

4.普通株式への換算普通株式の株式は、PSUの帰属後できるだけ早く発行されるか、制限が解除されます（または、死亡や無効のための帰属加速の場合、本覚書Aに規定された元の帰属日に基づいて）、本契約の第10条に定められた納税義務を達成し、法人が株式の引き渡しを達成するために適切とみなす書類に署名し、返却し、法人が必要と判断した任意の追加措置を講じることが必要です。普通株式は、あなたの名前で発行されます（または、死亡または無効になった場合は、あなたの実行者または個人代理人に発行される場合があります）、法人の株主記録に株を記録することによって実施されるかもしれません

前記の通り、(i) 会社は、米国または御住まいや雇用の国の法律に違反すると判断した期間中に、PSUの換金または当該株式の配布を行うことはなく、かつ、証券またはその他の規制要件を遵守するために、会社の顧問が必要と判断した制限的な表題のついた株式を発行する可能性がある場合、または (ii) 株式が発行される日は、税金の源泉徴収やその他の事務的な問題に対処するために適切と会社が判断する時間を確保するために遅れる場合があります。

5.不正行為に対するPSUの停止または解除。いつでも2024プランに基づいて設立された取締役会の委員会（以下「合意書」とします報酬委員会2024年プランで定義された「許可された幹部」（2024年プランのセクター8(b)(vi)に記載された不正行為（横領、詐欺、不正、法人またはその子会社に支払われなかった義務、受託者の義務違反、会社またはその子会社の規則を故意に無視し、会社またはその子会社に損害、損害または傷害を与える行為、会社またはその子会社の取引秘密または機密情報の不正開示、不公正な競争を構成する行為、いずれかの顧客に契約違反を誘因することまたは会社またはその子会社が代理人として行動する主体のいずれかを誘導してその代理関係を終了させること）を犯したと合理的に信じる場合、PSUの付与は、不正行為が行われたかどうかの判断が下されるまで一時停止されることがあります。会社があなたが不正行為を行ったと判断した場合、不正行為が行われたとの通知を受け取った日に付与されていないすべてのPSUは取り消され、あなたや任意の受益者は、PSUに関して何らの権利を主張する権利がありません。委員会または許可された幹部による上記に関するいかなる判断も最終的で結論的であり、すべての関係者に拘束力があります。

6.Termination of Employment/Service. Except as expressly provided otherwise in this Agreement, if your employment by, or service with, the Corporation, any Subsidiary of the Corporation, or, prior to the Transition Date, Intel terminates for any reason, whether voluntarily or involuntarily, other than on account of death or Disablement, all PSUs not then vested will be cancelled on the date of such termination, regardless of whether such termination is as a result of a divestiture or otherwise. For purposes of this Section 6, your employment or service with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or Subsidiary of the Corporation is a party will be considered employment or service for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as an Employee, Consultant or Outside Director of a Subsidiary for purposes of this provision.

For purposes of this provision, your employment or service is not deemed terminated if, prior to 60 days after the date of termination from the Corporation, a Subsidiary of the Corporation, or, prior to the Transition Date, Intel you are rehired by the Corporation or a Subsidiary of the Corporation on a basis that would make you eligible for future PSU grants by the Corporation. In addition, your transfer from Intel to the Corporation as of the Transition Date, from the Corporation to any Subsidiary of the Corporation, or from any one Subsidiary to another, or from a Subsidiary to the Corporation is not deemed a termination of employment or service. Notwithstanding any other provision of this Agreement, if, following the Transition Date, you are rehired by Intel Corporation (or any other Parent of the Corporation) following a termination of your employment or service with the Corporation or a Subsidiary thereof, all PSUs not then vested will be cancelled on the date of such termination, regardless of whether such termination is as a result of a divestiture or otherwise.

(a)In the event that (a) a Change in Control occurs and (b) the PSUs, to the extent outstanding, are not assumed or substituted in connection therewith, then (1) any unvested portion of the PSUs shall become fully vested and (2) any performance conditions imposed with respect to the PSUs shall be deemed to be achieved at the greater of target and actual performance levels. For purposes of this Section 9, the PSUs shall be considered to be assumed or substituted for if, following the Change in Control, the PSUs remain subject to the same terms and conditions that were applicable to the PSUs immediately prior to the Change in Control except that, if the PSUs related to Shares, the PSUs instead confers the right to receive common equity of the acquiring entity (or cash or such other security or entity as may be determined by the Committee, in its sole discretion).

(b)In the event that (a) a Change in Control occurs and (b) the PSUs, to the extent outstanding, are assumed or substituted in connection therewith and your employment or service is terminated by the Corporation, its successor or an affiliate thereof without Cause, or by you for Good Reason, in either case, on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, then any unvested PSUs will receive pro-rata vesting, determined by multiplying the target number of PSUs set forth in the Notice of Grant by a fraction, the numerator of which is the total number of full months elapsed from the first day of the applicable performance period to the date your employment terminates and the denominator of which is the total number of months in the applicable performance period, provided that you sign and do not revoke a release in favor of the Corporation that will be mutually agreed upon between you and the Corporation (a “Release”), and such Release becomes effective within 60 days following the date your employment terminates. The vesting described in the preceding sentence shall be effective as of the date of effectiveness of the Release, provided that if such 60-day period spans two calendar years, such vesting will occur on the first day of the later of such calendar years. For purposes of this Section 9(b) and notwithstanding anything in the Plan or this Award Agreement to the contrary, a Change of Control will be deemed to have occurred in the event Intel holds less than 40% Beneficial Ownership (within the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934) in the Corporation at any time during the five (5) year period following January 1, 2024.

For purposes of this Section 9, “Cause” means your (a) commission of an act of material fraud or dishonesty against Intel, the Corporation or any Subsidiary; (b) intentional refusal or willful failure to substantially carry out the lawful and reasonable instructions of the Board of Directors (other than any such failure resulting from your disability); (c) conviction of, guilty plea or “no contest” plea to a felony or to a misdemeanor involving moral turpitude (where moral turpitude means so extreme a departure from ordinary standards of honesty, good morals, justice, or ethics as to be shocking to the moral sense of the community); (d) gross misconduct in connection with the performance of the Participant’s duties; (e) improper disclosure of confidential information (excluding conduct or activities undertaken in good faith by the Participant in the ordinary course of the Participant performing her duties or promoting the Corporation) or a material violation of a Corporation or any Subsidiary’s policy or Code of Conduct or, to the extent applicable, Intel’s policy or Code of Conduct; (f) breach of fiduciary duty to Intel, the Corporation or any Subsidiary thereof; (g) failure to reasonably cooperate with Intel, the Corporation or any Subsidiary in any investigation or formal proceeding or being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in the Participant’s job as a result of such investigation, formal proceeding, or enforcement action; or (h) breach of duty of loyalty to the Corporation or any Subsidiary thereof or, to the extent applicable, Intel. Prior to termination for Cause, the Corporation shall provide 30 days prior written notice of the grounds for Cause and give you an opportunity within (and including all of) those 30 days to cure the alleged breach. If the breach is substantially cured during such period, Cause will not exist on account of such breach. The Participant and Corporation recognize that given the egregious nature of the conduct defined as Cause, a cure may not be possible. No act or failure to act on your part shall be considered “willful” unless the Parent reasonably and in good faith determines it is done, or omitted to be done, in bad faith or without reasonable belief that your act or omission was in the best interests of the Corporation. Without limitation, any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission, or based upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Corporation.

conditions (whether by a single action or a series of actions): (a) a material reduction in your title, duties, responsibilities, or authority; (b) a material reduction by the Corporation of your annual base salary or target bonus; or (c) a failure by the Corporation to timely satisfy its obligations with respect to any of the equity award grants described in your offer letter. “Good Reason Process” means that (1) a Good Reason condition has occurred; (2) you notified the Corporation in writing within sixty (60) days of you first becoming aware of the events or circumstances claimed to give rise to Good Reason; (3) the Corporation fails to cure such events or circumstances within the thirty (30) days following such notice (the “Cure Period”); and (4) you terminate your employment by written notice to the Board of Directors within thirty (30) days after the end of the Cure Period. If the Corporation cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have existed in such case.

(a)To the extent PSUs are subject to tax withholding obligations, the taxable amount generally will be based on the Fair Market Value on the date of the taxable event. PSUs are taxable in accordance with the existing or future tax laws of the country or countries in which you are subject to tax such as the country or countries in which you reside and/or are employed on the Grant Date, vest dates, or during the vesting period. Your PSUs may be taxable in more than one country, based on your country of citizenship and/or the countries in which you resided or were employed on the Grant Date, vest date or during the vesting or other relevant period.

(d)Unless provided otherwise by the Committee, these obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the PSUs that the Corporation determines has a Fair Market Value sufficient to meet the maximum tax withholding obligations in all relevant jurisdictions, reduced by the amount of any withholding obligation you have already satisfied by cash payment to the Corporation. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize the Corporation or any successor plan administrator to sell a number of shares of Common Stock that are issued under the PSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation for remittance to the appropriate tax authorities. The shares may be sold as part of a block trade with other Participants in which all Participants receive an average price.

(e)You are ultimately liable and responsible for all taxes owed by you in connection with your PSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with the PSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the PSUs or the subsequent sale of any of the shares of Common Stock underlying the PSUs that vest. The Corporation does not commit and is under no obligation to structure the PSU program to reduce or eliminate your tax liability.

You will have the rights of a stockholder only after shares of the Common Stock have been issued to you following vesting of your PSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. PSUs will not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your PSUs. PSUs will remain terminable pursuant to this Agreement at all times until they vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your PSUs, you acknowledge that unvested PSUs will have no value for purposes of any aspect of your employment or service relationship with the Corporation or a Parent or Subsidiary of the Corporation.

12.Disputes. Any question concerning the interpretation of this Agreement, your Notice of Grant, the PSUs or the 2024 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the PSUs or the 2024 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 15(f) to have been arbitrary and capricious.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all PSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2024 Plan. You hereby understand that Data will be transferred to the Corporation and any other third parties assisting in the implementation, administration and management of the 2024 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2024 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your PSUs. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2024 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Corporation or the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you PSUs or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2024 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2024 Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the 2024 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer.

(c)In connection with an initial offering of the Corporation’s Shares pursuant to a registration statement filed by the Corporation with the Securities and Exchange Commission and upon request of the Corporation or the underwriters managing such offering of the Corporation’s securities, Participant hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Corporation however or whenever acquired (other than those included in the registration) without the prior written consent of the Corporation or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Corporation or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Corporation’s initial public offering. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Corporation issues an earnings release or material news or a material event relating to the Corporation occurs, or prior to the expiration of the restricted period the Corporation announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement.

(d)Notwithstanding any other provision of this Agreement, if any changes in law or the financial or tax accounting rules applicable to the PSUs covered by this Agreement will occur, the Corporation may, in its sole discretion, (i) modify this Agreement to impose such restrictions or procedures with respect to the PSUs (whether vested or unvested), the shares issued or issuable pursuant to the PSUs and/or any proceeds or payments from or relating to such shares as it determines to be necessary or appropriate to comply with applicable law or to address, comply with or offset the economic effect to the Corporation of any accounting or administrative matters relating thereto, or (ii) cancel and cause a forfeiture with respect to any unvested PSUs at the time of such determination.

(i)In consideration of the grant of PSUs, no claim or entitlement to compensation or damages will arise from termination of your PSUs or diminution in value of the PSUs or Common Stock acquired through vested PSUs resulting from termination of your active employment by the Corporation or any Parent or Subsidiary of the Corporation (for any reason whatsoever and whether or not in breach of local labor laws) and you hereby release the Corporation and any Parent or Subsidiary of the Corporation from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then you will be deemed irrevocably to have waived your entitlement to pursue such claim.

(j)Notwithstanding any terms or conditions of the 2024 Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive the PSUs and vest in PSUs under the 2024 Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to sell shares of Common Stock that converted from vested PSUs after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.

(k)Notwithstanding any provision of this Agreement, the Notice of Grant or the 2024 Plan to the contrary, if, at the time of your termination of employment with the Corporation or any of its Subsidiaries, you are a “specified employee” as defined in Section 409A of the Internal Revenue Code (“Code”), and one or more of the payments or benefits received or to be received by you pursuant to the PSUs would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the PSUs until the earliest of (A) the date which is six (6) months after your “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. The PSUs are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent; provided, that the Corporation does not guarantee you any particular tax treatment of the PSUs. In addition, if any provision of the PSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. In no event whatsoever shall the Corporation be liable for any additional tax, interest or penalties that may be imposed on you by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.