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AMENDMENT NO. 1 TO THE
APPLIED MATERIALS, INC.
2005 EXECUTIVE DEFERRED COMPENSATION PLAN
APPLIED MATERIALS,
INC., having adopted the Applied Materials, Inc. 2005 Executive
Deferred Compensation Plan (the “Plan”) effective as of
January 1, 2005, and having amended and restated the Plan
effective as of July 11, 2007, hereby amends the restated
Plan, effective as of August 26, 2008, as follows:
1. Section 1.8
is amended in its entirety to read as follows:
1.8
“Compensation” means an Eligible
Employee’s Base Salary, Eligible Bonus and/or Sign-On Bonus.
An Eligible Employee’s Compensation does not include any
other type of remuneration.
2. Section 1.24
is hereby renumbered as Section 1.24A and a new
Section 1.24B is added immediately thereafter to read as
follows:
1.24B
“Sign-On Bonus” means a cash-based bonus award
(if any) that is payable to an Eligible Employee pursuant to the
terms and conditions of the Employer’s offer of employment,
to induce him or her to become an employee of the Employer, or any
similar item of compensation, which the Committee designates as a
“Sign-On Bonus” for purposes of the Plan.
3. Section 2.1.2(a)
is amended by adding the following subsection (iv) immediately
after subsection (iii) thereof to read as follows:
(iv)
On or After August 26, 2008 . Notwithstanding the
foregoing provisions of this Section 2.1.2, each individual
who first becomes an Eligible Employee during a Plan Year due to
his or her hire by an Employer (a “Newly-Hired Eligible
Employee”) will be eligible to participate in the Plan
effective as of the date of such hire (“Hire Date”). A
Newly-Hired Eligible Employee may elect to become a Participant in
the Plan by electing, within thirty (30) days of his or her
Hire Date, to make Compensation Deferrals under the Plan. However,
no such election may be made if the Newly-Hired Eligible Employee
was previously eligible to participate in another plan that is
required to be aggregated with this Plan under section 409A of the
Code.
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