APPLIED MATERIALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NOTICE OF GRANT

EXHIBIT 10.64

[EMPL_NAME]
Employee ID: [EMPLID]
Grant Number: [GRANT_ID]

APPLIED MATERIALS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
NOTICE OF GRANT

Applied Materials, Inc. (the “Company”) hereby grants you, [EMPL_NAME] (the “Employee”), an Option under the Company’s 2000 Global Equity Incentive Plan (the “Plan”) to purchase shares of common stock of the Company (the “Option”). The date of this Non-Qualified Stock Option Agreement (the “Agreement”) is [GRANT_DT] (the “Grant Date”). The terms used and not defined in this Agreement have the meaning set forth in the Plan. Subject to the provisions of the Terms and Conditions of the Non-Qualified Stock Option Grant (the “Terms and Conditions”), which constitute part of this Agreement and of the Plan, the principal features of this Option are as follows:

Vesting of Option: Please refer to the UBS One Source website for the vesting schedule related to this Option grant (click on the specific grant under the tab labeled “Grants/Awards/Units”) or its successor, as well as the Terms and Conditions.*

Expiration Date of Option: In general, the latest date this Option will terminate is (a) [EXPR_DT] , provided that [EXPR_DT] is a day on which the Nasdaq U.S. stock trading market is open for trading (a “Nasdaq trading day”) or (b) if [EXPR_DT] is not a Nasdaq trading day, then the Nasdaq trading day immediately preceding [EXPR_DT] (the “Expiration Date”). However, this Option may terminate earlier than the Expiration Date, as set forth immediately below and in the Terms and Conditions.

For Employees employed in Belgium on the Grant Date: Depending on when you formally accept the Option, the taxable event for the Option will be either on the Grant Date or the date of exercise of the Option, if any. If you accept the Option during the 60-day period following your receipt of the Option information, you will be taxed as of the Grant Date. If you accept the Option after the 60-day period following your receipt of the Option information, you will be taxed on the exercise date, if any. To obtain the deferred taxable event (i.e., at exercise), you must accept the

Option as described below after the 60-day period following receipt of the Option information has passed.

For Employees employed in China, Indonesia, Italy, and Korea on the Exercise Date: Your Option only may be exercised through a “cashless exercise” (also known as a “same-day-sale” or “immediate sale”).

For Employees employed in France on the Grant Date: Your Option is granted under a tax-qualified plan. Certain restrictions apply to the Option. Except in the event of your death, the Shares acquired upon any exercise of the Option may not be sold or transferred until the expiration of the holding period provided by article 163 bis C of the French Tax Code, which is currently four years after the Grant Date.

For Employees employed in Israel on the Grant Date : Your Option is granted under a tax-qualified plan, called a Section 102 capital gains tax route plan. Information regarding the Section 102 capital gains tax route plan and related forms will be provided to you by your manager. In order to qualify for favorable tax treatment, the Shares acquired upon any exercise of your Option generally must not be sold until the expiration of the holding period provided by Section 102 of the Israel Income Tax Ordinance [New Version], 1961 (“Section 102”), which is currently two years from the Grant Date. Your acceptance of this Option, if done timely, will also indicate your acceptance of the capital gains tax route under Section 102, as more specifically set forth below. Further, upon receipt of the Shares issued upon any exercise of this Option grant, you authorize and direct UBS Financial Services, Inc. (“UBS”) to transfer to the Section 102 Trustee (as described below) all net proceeds of cash or Shares resulting from any transaction involving this Option grant and to share information about your UBS brokerage account pursuant to the terms of the UBS Letter of Authorization as more specifically set forth below.

For Employees employed in the United Kingdom (U.K.) on the Grant Date: As a condition to your acceptance of this Option, you agree to sign an election under which you will be obligated to pay all National Insurance Contributions (“NICs”) that may become due on any gains realized upon exercise of the Option (with certain exceptions). The NICs include the ”primary” NIC payable by an employee as well as the “secondary” NIC payable by the employer in the absence of any election (referred to as the Secondary Contributions under paragraph 3B(4) of Schedule 1 to the Social Security Contributions and Benefits Act of 1992).

Please be sure to print and retain a copy of your electronically signed Agreement (although the electronic version will be available for you to access at any time). You may obtain a paper copy at any time and at the Company’s expense by requesting one from Stock Programs (see Paragraph 13 of the Terms and Conditions). If you prefer not to electronically sign this Agreement, you may accept this Option by signing a paper copy of the Agreement and delivering it to Stock Programs.

For Employees in Israel: If you prefer not to electronically sign this Agreement, or do not wish to elect to receive preferential Section 102 capital gains tax treatment, please see your local Human Resources representative to obtain a paper copy of this Agreement and indicate your acceptance of the Option and your acceptance or rejection of Section 102’s provisions. Note:  Failure to timely accept Section 102’s provisions will automatically result in a rejection of such preferential tax treatment. Please see your Human Resources representative for details.

TERMS AND CONDITIONS OF

NONQUALIFIED STOCK OPTION GRANT

1. Vesting Schedule . Except as provided in Paragraphs 2, 3, and 5 below, this Option is scheduled to become exercisable (vest) as to the number of Shares, and on the dates shown, in accordance with the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) or its successor (the “Vesting Schedule”). However, on any such scheduled vesting date, vesting actually will occur only if the Employee has been continuously employed by the Company or an Affiliate from the Grant Date until the scheduled vesting date (except to the limited extent provided in Paragraphs 3 and 5 below).

2. Modifications to Vesting Schedule . In the event that the Employee takes a personal leave of absence (“PLOA”), the Shares subject to this Option that are scheduled to become exercisable shall be modified as follows:

          (a) if the duration of the Employee’s PLOA is six (6) months or less, the Vesting Schedule shall not be affected by the Employee’s PLOA.

          (b) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled exercisability of any Shares subject to this Option that are not then exercisable shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months.

          (c) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Shares subject to this Option that are not then exercisable immediately will terminate.

          (d) Examples.

               (i) Example 1. Assume Shares subject to the Option are scheduled to vest on January 1, 2010. On May 1, 2009, Employee begins a 6-month PLOA. Such Shares still will be scheduled to vest on January 1, 2010.

               (ii) Example 2. Assume Shares subject to the Option are scheduled to vest on January 1, 2010. On May 1, 2009, Employee begins a 9-month PLOA. The Shares subject to the Option that are scheduled to vest after November 2, 2009 will be modified (November 2, 2009 is the date on which Employee’s PLOA exceeds 6 months). Such Shares now will be scheduled to vest on April 1, 2010 (or 3 months after the originally scheduled date).

               (iii) Example 3. Assume Shares subject to the Option are scheduled to vest on January 1, 2010. On May 1, 2009, Employee begins a 13-month PLOA. Such Shares will terminate on May 2, 2010 (which is the date on which Employee’s PLOA exceeds 12 months).

     In general, a PLOA does not include any legally required leave of absence. The duration of the Employee’s PLOA, if any, will be determined over a rolling twelve (12) month measurement period. Shares subject to this Option that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Shares subject to this Option that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to exercise all Shares subject to this Option that remain unexercisable shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

3. Accelerated Vesting upon Retirement of Employee . In the event that the Employee is age sixty (60) or over and completes at least ten (10) Years of Service and then incurs a Termination of Service due to Retirement, the right to exercise all or a portion of any Shares subject to this Option that remain unexercisable immediately prior to such Retirement shall vest on the date on which the Retirement occurs as follows:

          (a) if the Employee has less than fifteen (15) Years of Service as of the date of his or her Retirement, fifty percent (50%) of the Shares that otherwise would have vested during the twelve (12) months immediately following the Retirement (had the Employee remained an Employee throughout such twelve (12) month period) shall vest on the Retirement date;

          (b) if the Employee has at least fifteen (15) (but less than twenty (20)) Years of Service as of the date of the Retirement, one hundred percent (100%) of the Shares that otherwise would have vested during the twelve (12) months immediately following the Retirement (had the Employee remained an Employee throughout such twelve (12) month period) shall vest on the Retirement date;

          (c)