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AMENDMENT NO. 2 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, having amended and restated the Plan
effective as of July 11, 2007, and having amended the restated
Plan on one subsequent occasion, hereby again amends the restated
Plan, as follows:
1. Section 2.1.5
is amended in its entirety to read as follows:
“2.1.5
Performance-Based Compensation. Notwithstanding the
foregoing provisions of this Section 2.1, if the Committee (in
its discretion) determines that the Eligible Bonus portion(s) (if
any) of an Eligible Employee’s Compensation qualifies as
bonus compensation that is based on services performed over a
period of at least twelve (12) months, as determined under
Internal Revenue Service Notice 2005-1, Q/A-22, or (effective as of
January 1, 2009) “performance-based compensation,”
as determined under section 409A of the Code and Treasury
regulation section 1.409A-1(e) (“Performance-Based
Compensation”), then the Eligible Employee’s
Compensation Deferral election with respect to such Bonus(es), if
any, may be made at such time as is permitted by the Committee, but
not later than the date that is six (6) months before the end
of the performance/service period. In order for such Employee to be
eligible to make a Compensation Deferral election with respect to
any Performance-Based Compensation in accordance with the deadline
established in this Section 2.1.5, however, he or she must
have performed services continuously from the later of the
beginning of the performance period for such Compensation or the
date on which the performance criteria for such Compensation was
established through the date on which such election is made;
provided, however, that no such election may be made after such
Compensation has become readily ascertainable.”
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