EMPLOYEE FINANCIAL ASSISTANCE
PLAN
(as of December 18,
2008)
APPLIED
MATERIALS, INC. (the “Company”) hereby amends and
restates in its entirety the Applied Materials, Inc. Employee
Financial Assistance Plan adopted on September 10, 1999 (the
“Plan”) effective as of December 18, 2008 to read
as follows:
SECTION 1 — BACKGROUND AND
PURPOSES
1.1
Background . The Plan permits the Company to provide
officers and employees with certain kinds of financial assistance.
The Plan was first adopted on March 5, 1981 and has been
amended or amended and restated from time to time thereafter. The
Board of Directors of the Company (the “Board”) has
determined that the Plan may be reasonably expected to benefit the
Company within the meaning of Section 3.12 of the
Company’s Bylaws.
1.2
Purpose of the Plan . The Plan is intended to benefit the
Company by permitting it to assist present and future employees by
providing funds or guarantees that will assist them in relocation,
purchasing homes, exercising stock options and for other purposes
which may be reasonably expected to benefit the Company within the
meaning of Section 3.12 of the Company’s
Bylaws.
1.3
Definitions . For purposes of the Plan, the following
definitions apply:
1.3.1
“ Committee ” shall mean the Human Resources and
Compensation Committee of the Board of Directors of the
Company.
1.3.2
“ Equity Advance ” shall mean an advance by an
agent of the Company to a North American employee, with no
obligation to repay, of sale proceeds not to exceed 90% of the net
equity in the former residence of the employee,
provided:
a.
The funds are required and used by the employee to make a down
payment on the purchase of a new residence;
b.
The funds are required in advance of the closing of the sales
transaction for the employee’s former residence;
and
c.
The net sales proceeds from the former residence are paid to the
Company.
1.3.3
“ Guaranteed Offer ” shall mean a Home Sale
Assistance service pursuant to which an agent of the Company
(pursuant to a relocation management services contract with the
Company) agrees to purchase the residence of a North American
employee if a suitable third party offer is not
obtained.
1.3.4
“ Home Sale Assistance ” shall mean the
relocation services provided by the Company to a North American
employee pursuant to the “North America Relocation Home Sale
Assistance: Full Buyout Program” administered by the
Company’s North America Relocation Department. For
clarification purposes, the dollar limitations set forth for Home
Sale Assistance in paragraphs 3.1, 3.2 and 3.3 below shall mean the
maximum Equity Advance or Guaranteed Offer that may be funded by or
on behalf of the Company.
1.3.5
“ Officers ” shall mean, as to the Company, a
corporate Vice President and above, and as to any of the
Company’s subsidiaries, a Vice President and
above.
1.3.6
“ Section 16 Officers ” shall mean those
individuals designated as such by the Board of Directors of the
Company.
1.3.7
“ Special Purpose Loan ” shall mean a loan for
automobile assistance, housing assistance, exercising stock options
or such other purpose as is reasonably expected to benefit the
Company.
2.1
Special Purpose Loans to Non-Officers Employed Outside North
America . The Regional Controller and the Human Resources
Director, or their functional equivalent, for the Company or a
subsidiary, acting jointly and in accordance with guidelines and
limits approved in advance by the Vice President, Global Human
Resources and the Treasurer of the Company, may authorize a Special
Purpose Loan for automobile assistance, housing assistance,
exercising stock options or for other purposes to any employee
employed outside North America who is not an Officer of the
Company, in an amount that, when aggregated with all other
outstanding Special Purpose Loans to such person, does not exceed a
total principal amount of $50,000 (as determined using the
Company’s corporate accounting currency exchange rate at the
time of issuance of the then-requested Special Purpose
Loan).
2.2
Loans Up to $100,000 to Non-Officers . Upon the written
recommendation of the Company’s Vice President, Human
Resources as to each loan, any of the Company’s Chief
Executive Officer, President or Chief Financial Officer may
authorize a Company loan to any employee of the Company or any of
its subsidiaries who is not an Officer in an amount that, when
aggregated with all other outstanding loans by the Company to such
person, does not exceed $100,000.
2.3
Loans Up to $200,000 to Non-Officers . Upon the written
recommendation of the Company’s Vice President, Human
Resources as to each loan, any two separate and individual of the
Company’s Chief Executive Officer, President and Chief
Financial Officer may authorize a Company loan to any employee of
the Company or any of its subsidiaries who is not an Officer in an
amount that, when aggregated with all other outstanding loans by
the Company to such person, does not exceed $200,000.
2.4
Loans to Officers other than Section 16 Officers . The
Company’s Chief Executive Officer and President, acting
jointly, may authorize a Company loan to any Officer of the Company
or any of its subsidiaries, other than Section 16 Officers, in
an amount that, when aggregated with all other loans to such
Officer, does not exceed $200,000.
“2.5
Term and Interest of Loans . The term for all loans made
pursuant to the authority set forth in paragraphs 2.1, 2.2, 2.3 and
2.4 above shall not exceed five years and shall bear interest, if
at all, at a rate to be determined by the authorizing officers.
Notwithstanding the foregoing, subject to the approval set forth in
paragraph 2.7.3 below, loans may be extended for a term not to
exceed seven years from the original date of the
loan.”
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