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Amendment
to Employment Agreement
This Amendment to Employment Agreement
(the “Agreement”) is entered into effective this
17 th
day of December 2008 (the
“Effective Date”), by and between Lam Research
Corporation, a Delaware corporation (the “Company”),
and Stephen G. Newberry (the “Executive”).
Whereas , the
Executive and the Company (the “Parties”) previously
entered into an employment agreement dated January 1, 2003
(the “Employment Agreement”); and
Whereas , in
order to address certain potential adverse tax consequences that
may arise under Section 409A of the Internal Revenue Code of
1986, as amended, the Parties desire to amend the Employment
Agreement.
Now, Therefore
, in consideration of the promises and mutual covenants herein and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1.
Amendment to Section 6(a)(2)(A) .
Section 6(a)(2)(A) of the Employment Agreement is deleted in
its entirety and replaced with the following:
“Involuntary
Termination Severance Benefits. (A) Executive shall be
entitled to a lump sum payment equal to fifteen (15) months of
salary within 10 days following the effective date of
termination. Executive shall be entitled to receive within 10 days
following the effective date of termination any bonus earned prior
to the effective date of termination.”
2.
Amendment to Section 7(c). Section 7(c) of the
Employment Agreement is deleted in its entirety and replaced with
the following:
“(c)
Involuntary Termination. “Involuntary Termination”
shall mean:
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(i)
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the
continued assignment to the Executive of any duties or the
continued significant change in the Executive’s duties,
either of which is substantially inconsistent with the
Executive’s duties immediately prior to such assignment or
change for a period of thirty (30) days after notice thereof
from the Executive to the Board setting forth in reasonable detail
the respects in which Executive believes such assignments or duties
are significantly inconsistent with the Executive’s prior
duties;
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(ii)
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a
material reduction in the Executive’s Base Compensation,
other than any such reduction which is part of, and generally
consistent with, a general reduction of officer
salaries;
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(iii)
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a
material reduction by the Company in the kind or level of employee
benefits (other than salary) to which the Executive is entitled
immediately prior to such reduction with the result that the
Executive’s overall benefits package (other than salary) is
substantially reduced (other than any such reduction applicable to
officers of the Company generally);
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(iv)
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the
relocation of the Company’s principal executive office to a
location more than fifty (50) miles from its present location but
only if the Executive is required to change his principal place of
employment to such newlocation;
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(v)
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any
termination of the Executive’s employment by the Company
other than for Cause, Disability or death;
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(vi)
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the
failure of the Company to obtain the assumption of this Agreement
by any successors contempl
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