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Exhibit 10.53 APPLIED MATERIALS, INC. SENIOR
EXECUTIVE BONUS PLAN (September 16, 2008
Restatement) SECTION 1
ESTABLISHMENT AND PURPOSE 1.1
Purpose . Applied Materials, Inc. having established the
Applied Materials, Inc. Senior Executive Bonus Plan (the "Plan")
effective as of September 23, 1994, and having subsequently
amended and restated the Plan, hereby amends and restates the Plan
effective as of September 16, 2008, as follows. The Plan is
intended to increase shareholder value and the success of the
Company by motivating key executives (a) to perform to the
best of their abilities, and (b) to achieve the
Company’s objectives. The Plan’s goals are to be
achieved by providing such executives with incentive awards based
on the achievement of goals relating to the performance of the
Company and its individual business units. The Plan is intended to
permit the payment of bonuses that qualify as performance-based
compensation under Code Section 162(m).
1.2 Effective Date . The Plan
is subject to the approval of a majority of the shares of the
Company’s common stock that are present in person or by proxy
and entitled to vote at the 2007 Annual Meeting of Stockholders.
SECTION 2
DEFINITIONS The following words and
phrases shall have the following meanings unless a different
meaning is plainly required by the context:
2.1 " Actual Award " means as
to any Performance Period, the actual (if any) payable to a
Participant for the Performance Period. Each Actual Award is
determined by the Payout Formula for the Performance Period,
subject to the Committee’s authority under Section 3.5
to reduce the award otherwise determined by the Payout Formula.
2.2 " Affiliate " means any
corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by the Company.
2.3 " Base Salary " means as
to any Performance Period, 100% of the Participant’s
annualized salary rate on the last day of the Performance Period.
Such Base Salary shall be before both (a) deductions for taxes
or benefits, and (b) deferrals of compensation pursuant to
Company-sponsored plans. 2.4 "
Board " means the Company’s Board of Directors.
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2.5 " Code " means the
Internal Revenue Code of 1986, as amended. Reference to a specific
section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or
regulation. 2.6 " Committee "
means the committee appointed by the Board (pursuant to
Section 5.1) to administer the Plan. The Committee shall
consist of no fewer than two (2) members of the Board.
2.7 " Company " means Applied
Materials, Inc., a Delaware corporation.
2.8 " Customer Satisfaction
MBOs " means as to any Participant for any Performance Period,
the objective and measurable individual goals set by a "management
by objectives" process and approved by the Committee, which goals
relate to the satisfaction of external or internal customer
requirements and/or ratings. 2.9 "
Determination Date " means the latest possible date that
will not jeopardize a Target Award or Actual Award’s
qualification as performance-based compensation under Section
162(m) of the Code. 2.10 "
Disability " means a permanent and total disability
determined in accordance with standards adopted by the Committee
from time to time. 2.11 " Earnings
Per Share " means as to any Performance Period, Net Income,
divided by a weighted average number of common shares outstanding
and dilutive common equivalent shares deemed outstanding.
2.12 " Fiscal Year " means the
fiscal year of the Company. 2.13 "
Individual MBOs " means as to a Participant for any
Performance Period, the objective and measurable goals set by a
"management by objectives" process and approved by the Committee,
in its discretion. 2.14 " Market
Share " means as to any Performance Period, the Company’s
or a business unit’s percentage of a market segment with
respect to a product. 2.15 "
Maximum Award " means as to any Participant for any
Performance Period, $5 million. The Maximum Award is the maximum
amount which may be paid to a Participant for any Performance
Period. 2.16 " Net Income "
means as to any Performance Period, the income after taxes for the
Performance Period determined in accordance with generally accepted
accounting principles. 2.17 " New
Orders " means as to any Performance Period, the firm orders
for a system, product, part, or service that are being recorded for
the first time as defined in the Company’s Order Recognition
Policy.
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2.18 " Operating Profit "
means as to any Performance Period, the difference between revenue
and related costs and expenses, excluding income derived from
sources other than regular activities and before income deductions.
2.19 " Participant " means as
to any Performance Period, an officer of the Company or of an
Affiliate who has been selected by the Committee for participation
in the Plan for that Performance Period.
2.20 " Payout Formula " means
as to any Performance Period, the formula or payout matrix
established by the Committee pursuant to Section 3.4 in order
to determine the Actual Awards, if any, to be paid to Participants.
The formula or matrix may differ from Participant to Participant.
2.21 " Performance Goals "
means the goal(s) (or combined goal(s)) determined by the
Committee, in its discretion, to be applicable to a Participant for
a Performance Period. As determined by the Committee, the
Performance Goals applicable to each Participant shall provide for
a targeted level or levels of achievement using one or more of the
following measures: (a) Revenue, (b) Customer
Satisfaction MBOs, (c) Earnings Per Share, (d) Individual
MBOs, (e) Market Share, (f) Net Income, (g) New Orders,
(h) Operating Profit, (i) Return on Designated Assets,
(j) Return on Equity, (k) Return on Sales, and
(l) Total Shareholder Return. Any criteria used may be
measured, as applicable, (i) in absolute terms, (ii) in
relative terms, including, but not limited to, the passage of time
and/or against other companies or financial metrics, (iii) on
a per share and/or share per capita basis, (iv) against the
performance of the Company as a whole or against particular
segments or products of the Company and/or (v) on a pre-tax or
after-tax basis. Prior to the Determination Date, the Committee
shall determine whether any element(s) (for example, but not by way
of limitation, the effect of mergers or acquisitions) shall be
included in or excluded from the calculation of any Performance
Goal with respect to any Participants, whether or not such
determinations result in any Performance Goal being measured on a
basis other than generally accepted accounting principles.
2.22 " Performance Period "
means any Fiscal Year or such other period longer than a Fiscal
Year but not in excess of three Fiscal Years, as determined by the
Committee in its sole discretion. With respect to any Participant,
there shall exist no more than four (4) Performance Periods at
any one time. 2.23 "
Retirement " means, with respect to any Participant, a
termination of his or her employment with the Company and all
Affiliates pursuant to any mandatory executive retirement program
adopted by the Company. 2.24 "
Return on Designated Assets " means as to any Performance
Period, Net Income divided by the average of beginning and ending
designated Company or business unit assets.
2.25 " Return on Equity "
means as to any Performance Period, the percentage equal to Net
Income divided by average stockholder’s equity, determined in
accordance with generally accepted accounting principles.
2.26 " Return on Sales " means
as to any Performance Period, the percentage equal to Net Income,
divided by Revenue.
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2.27 " Revenue " means net
sales for the Performance Period, determined in accordance with
generally accepted accounting principles.
2.28 " Target Award " means
the target award payable under the Plan to a Participant for the
Performance Period, expressed as a percentage of hi
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