Exhibit 10.47
[EMPL_NAME]
Employee ID: [ EMPLID ]
Grant Number: [ GRANT_ID ]
APPLIED MATERIALS, INC.
PERFORMANCE SHARE AGREEMENT
Applied Materials, Inc. (the
“Company”) hereby grants you, [EMPL_NAME] (the
“Employee”), an award of Performance Shares (also
referred to as restricted stock units) under the Company’s
Employee Stock Incentive Plan (the “Plan”). The date of
this Performance Share Agreement (the “Agreement”) is
[GRANT_DT] (the “Grant Date”). Subject to the
provisions of the Terms and Conditions of Performance Shares
Agreement (the “Terms and Conditions”), which
constitute part of this Agreement, and of the Plan, the principal
features of this grant are as follows:
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| Number of Performance Shares: |
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[MAX_SHARES] |
| (also referred to as restricted stock
units) |
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Vesting of
Performance Shares :
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Please refer to the UBS One Source
website for the vesting schedule related to this grant of
performance shares (click on the specific grant under the tab
labeled “Grants/Awards/Units.”).* |
IMPORTANT :
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Except as otherwise provided in the Terms and Conditions of
this Agreement, Employee will not vest in the Performance Shares
unless he or she is employed by the Company or one of its
Affiliates through the applicable vesting date. |
Your electronic or written signature
below indicates your agreement and understanding that this grant is
subject to all of the terms and conditions contained in the Terms
and Conditions to this Agreement and the Plan. For example,
important additional information on vesting and forfeiture of this
grant is contained in paragraphs 3 through 5 and paragraph 7 of the
Terms and Conditions. PLEASE BE SURE TO READ ALL OF THE TERMS
AND CONDITIONS OF THIS GRANT. CLICK HERE TO READ THE
TERMS AND CONDITIONS .
By clicking the “ACCEPT”
button below, you agree to the following: “ This
electronic contract contains my electronic signature, which I have
executed with the intent to sign this Agreement .”
Please
be sure to retain a copy of your returned electronically signed
Agreement; you may obtain a paper copy at any time and at the
Company’s expense by requesting one from Stock Programs (see
paragraph 12 of the Terms and Conditions). If you prefer not to
electronically sign this Agreement, you may accept this Agreement
by signing a paper copy of the Agreement and delivering it to Stock
Programs.
TERMS AND CONDITIONS OF
PERFORMANCE SHARE AGREEMENT
(Also Referred to as Restricted Stock Units
)
1. Grant . Applied
Materials, Inc. (the “Company”) hereby grants to the
Employee under the Company’s Employee Stock Incentive Plan
(the “Plan”) the number of Performance Shares (also
referred to as restricted stock units) set forth on the first page
of this Agreement, subject to all of the terms and conditions in
this Agreement and the Plan. When Shares are paid to the Employee
in payment for the Performance Shares, par value will be deemed
paid by the Employee for each Performance Share by past services
rendered by the Employee, and will be subject to the appropriate
tax withholdings. Unless otherwise defined herein, capitalized
terms used herein will have the meanings ascribed to them in the
Plan.
2. Company’s
Obligation to Pay . Each Performance Share has a value equal to
the Fair Market Value of a Share on the date of grant. Unless and
until the Performance Shares have vested in the manner set forth in
paragraphs 3 through 5, or paragraph 11, the Employee will have no
right to payment of such Performance Shares. Prior to actual
payment of any vested Performance Shares, such Performance Shares
will represent an unsecured obligation. Payment of any vested
Performance Shares will be made in whole Shares only.
3. Vesting Schedule/Period
of Restriction . Except as provided in paragraphs 4, 5 and 11,
and subject to paragraph 7, the Performance Shares awarded by this
Agreement will vest in accordance with the vesting provisions set
forth on the UBS One Source website (click on the specific grant
under the tab labeled “Grants/Awards/Units”).
Performance Shares will not vest in the Employee in accordance with
any of the provisions of this Agreement unless the Employee will
have been continuously employed by the Company or by one of its
Affiliates from the Grant Date until the date the Performance
Shares are otherwise scheduled to vest occurs.
4. Modifications to Vesting
Schedule .
(a) Vesting upon Personal
Leave of Absence. In the event that the Employee takes a
personal leave of absence (“PLOA”), the Performance
Shares awarded by this Agreement that are scheduled to vest will be
modified as follows:
(i) if the duration of the
Employee’s PLOA is six (6) months or less, the vesting
schedule set forth on the UBS One Source website (click on the
specific grant under the tab labeled
“Grants/Awards/Units”) will not be affected by the
Employee’s PLOA.
(ii) if the duration of the
Employee’s PLOA is greater than six (6) months but not
more than twelve (12) months, the scheduled vesting of any
Performance Shares awarded by this Agreement that are not then
vested will be deferred for a period of time equal to the duration
of the Employee’s PLOA less six (6) months.
(iii) if the duration of the
Employee’s PLOA is greater than twelve (12) months, any
Performance Shares awarded by this Agreement that are not then
vested will immediately terminate.
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(iv) Example 1. Employee is
scheduled to vest in Performance Shares on January 1, 2007. On
May 1, 2006, Employee begins a six-month PLOA.
Employee’s Performance Shares will still be scheduled to vest
on January 1, 2007.
(v) Example 2. Employee is
scheduled to vest in Performance Shares on January 1, 2007. On
May 1, 2006, Employee begins a nine-month PLOA. Employee’s
Performance Shares awarded by this Agreement that are scheduled to
vest after November 2, 2006 will be modified (this is the date
on which the Employee’s PLOA exceeds six (6) months).
Employee’s Performance Shares now will be scheduled to vest
on April 1, 2007 (three (3) months after the originally
scheduled date).
(vi) Example 3. Employee is
scheduled to vest in Performance Shares on January 1, 2007. On
May 1, 2006, Employee begins a 13-month PLOA. Employee’s
Performance Shares will terminate on May 2, 2007.
In general, a “personal leave
of absence” does not include any legally required leave of
absence. The duration of the Employee’s PLOA will be
determined over a rolling twelve (12) month measurement
period. Performance Shares awarded by this Agreement that are
scheduled to vest during the first six (6) months of the
Employee’s PLOA will continue to vest as scheduled. However,
Performance Shares awarded by this Agreement 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 vest in
Performance Shares awarded by this Agreement will be modified as
soon as the duration of the Employee’s PLOA exceeds six
(6) months.
(b) Death of Employee .
In the event that the Employee incurs a Termination of Service due
to his or her death, one hundred percent (100%) of the Performance
Shares subject to this Performance Share award will vest on the
date of the Employee’s death. In the event that any
applicable law limits the Company’s ability to accelerate the
vesting of this award of Performance Shares, this paragraph 4(b)
will be limited to the extent required to comply with applicable
law. Notwithstanding any contrary provision of this Agreement, if
the Employee is subject to Hong Kong’s ORSO provisions, the
first sentence of this paragraph 4(b) will not apply to this award
of Performance Shares.
5. Committee Discretion
. The Committee, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the
Performance Shares at any time, subject to the terms of the Plan.
If so accelerated, such Performance Shares will be considered as
having vested as of the date specified by the Committee. If the
Committee, in its discretion, accelerates the vesting of the
balance, or some lesser portion of the balance, of the Performance
Shares, the payment of such accelerated Performance Shares
nevertheless will be made at the same time or times as if such
Performance Shares had vested 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”) (whether or not the Employee
remains employed by the Company or by one of its Affiliates as of
such date(s)), in which case, payment of such accelerated
Performance Shares shall be made within two and one-half (2
1 / 2 ) months following the earliest
permissible payment date that would not cause the employee to incur
an additional tax under Section 409A.
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6. Payment after Vesting
. Any Performance Shares that vest in accordance with paragraphs 3
through 4 will be paid to the Employee (or in the event of the
Employee’s death, to his or her estate) as soon as
practicable following the date of vesting, subject to paragraph 8.
Any Performance Shares that vest in accordance with paragraphs 5 or
11 will be paid to the Employee (or in the event of the
Employee’s death, to his or her estate) in accordance with
the provisions of such paragraphs, subject to paragraph 8. For each
Performance Share that vests, the Employee will receive one Share,
subject to paragraph 8.
7. Forfeiture .
Notwithstanding any contrary provision of this Agreement, the
balance of the Performance Shares that have not vested pursuant to
paragraphs 3 through 5 or paragraph 11 at the time of the
Employee’s Termination of Service for any or no reason will
be forfeited and automatically transferred to and reacquired by the
Company at no cost to the Company.
8. Withholding of Taxes
. When Shares are issued as payment for vested Performance Shares,
the Company (or the employing Affiliate) will withhold a portion of
the Shares that have an aggregate market value sufficient to pay
federal, state and local income, employment and any other
applicable taxes required to be withheld by the Company or the
employing Affiliate with respect to the Shares, unless the Company,
in its sole discretion, requires the Employee to make alternate
arrangements satisfactory to the Company for such withholdings in
advance of the arising of any withhol
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