Exhibit 10.45
[NAME]
Employee ID Number: [ Number ]
Grant Number: [ Number ]
APPLIED MATERIALS,
INC.
PERFORMANCE SHARE
AGREEMENT
Applied Materials, Inc. (the
“Company”) hereby grants you, [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
[DATE]. Subject to the provisions of Appendix A (attached) and of
the Plan, the principal features of this award are as
follows:
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Number of
Performance Shares:
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[
]
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(also
referred to as restricted stock units)
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Vesting of
Performance Shares:
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[VESTING SCHEDULE and/or PERFORMANCE VESTING CONDITIONS.]*
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IMPORTANT:
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*
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Except as
otherwise provided in Appendix A, 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.
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Your electronic or written signature
below indicates your agreement and understanding that this award is
subject to all of the terms and conditions contained in Appendix A
and the Plan. For example, important additional information on
vesting and forfeiture of the Performance Shares is contained in
paragraphs 3 through 5 and paragraph 7 of Appendix A. PLEASE BE
SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS
AND CONDITIONS OF THIS AGREEMENT.
By clicking the “ACCEPT”
button below, you agree to the following: “This electronic
contract contains my electronic signature, which I executed with
the intent to sign this Agreement.”
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EMPLOYEE
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[NAME]
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Date:
, 200
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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 below). 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.
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APPENDIX A
TERMS AND CONDITIONS OF
PERFORMANCE SHARES
(Also Referred to as R
ESTRICTED
S TOCK U NITS )
Grant #
1. Grant . The Company hereby
grants to the Employee under the Plan [
] Performance Shares (also referred to as restricted stock units),
subject to all of the terms and conditions in this Agreement and
the Plan. When the Performance Shares are paid to the Employee, 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.
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, 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.
3. Vesting Schedule/Period of
Restriction . Except as provided in paragraphs 4 and 5, and
subject to paragraph 7, the Performance Shares awarded by this
Agreement shall vest in accordance with the vesting provisions set
forth on the first page of this Agreement. Performance Shares shall
not vest in the Employee in accordance with any of the provisions
of this Agreement unless the Employee shall 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 Change to
Part-time Status. In the event that the Employee’s
employment with the Company or an Affiliate changes from full-time
status to part-time status, and the change to part-time status
lasts more than six (6) months during any rolling twelve (12) month
period, the Performance Shares awarded by this Agreement that are
scheduled to vest during the twelve (12) months following the day
the Employee first attains part-time status (as defined below)
shall be determined according to the following formula (rounded to
the nearest whole share):
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number of shares that would
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X
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average number of hours worked per week during part-time status
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=
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new
number
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have
vested
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divided by the
hours worked in a standard work week
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of shares that
will vest
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For purposes of this Agreement,
“part-time status” means the Employee is scheduled to
work an average number of hours per week that equals seventy-five
percent (75%) or less of the total number of hours in a standard
work week for a period greater than six (6) months, as determined
over a rolling twelve (12) month period.
Only Performance Shares that are not
yet vested may be modified pursuant to the preceding formula.
Performance Shares awarded by this Agreement that are no longer
vested as a result of the
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change to part-time status never will vest and
instead will terminate. The preceding formula will be reapplied if
the Employee continues to be on part-time status following the
conclusion of the twelve (12) month measurement period. The number
of Performance Shares awarded by this Agreement shall be modified
according to the preceding formula unless otherwise recommended by
the Company’s Vice President of Human Resources (“VP of
HR”) and approved by the Company’s Chief Executive
Officer (the “CEO”) or prohibited by applicable law. If
the Employee is or was an executive officer of the Company, any
modification of the preceding formula instead is subject to the
approval of the Human Resources and Compensation Committee of the
Company’s Board of Directors.
(i) Example 1. Employee is scheduled
to vest in 100 Performance Shares on July 1, 2007. Employee has a
standard work week of 40 hours. On May 1, 2006, Employee begins
working 20 hours per week, and continues to work 20 hours per week
for 2 months. Employee still will be scheduled to vest in 100
Performance Shares on July 1, 2007.
(ii) Example 2. Employee is
scheduled to vest in 100 Performance Shares on July 1, 2007.
Employee has a standard work week of 40 hours. On May 1, 2006,
Employee begins working 20 hours per week, and continues to work 20
hours per week for 7 months. Employee now will be scheduled to vest
in 50 Performance Shares on July 1, 2007. The other 50 Performance
Shares that were scheduled to vest on July 1, 2007 never will vest
and instead will terminate.
(iii) Example 3. Employee is
scheduled to vest in 100 Performance Shares on December 1, 2006.
Employee has a standard work week of 40 hours. On May 1, 2006,
Employee begins working 30 hours per week, and continues to work 30
hours per week for 9 months. Employee therefore attains part-time
status on November 2, 2006. Employee now will be scheduled to vest
in 75 Performance Shares on December 1, 2006. The other 25
Performance Shares that were scheduled to vest on December 1, 2006
never will vest and instead will terminate.
In the event applicable law
prohibits the modification under the preceding formula, the
Employee agrees that the CEO may extend the vesting period with
respect to an award of Performance Shares or reduce the Performance
Shares awarded by this Agreement on a pro rata basis, as reasonably
determined by the CEO and to the extent permitted under applicable
law, commensurate with the Employee’s change to part-time
status; provided that any such modification shall not affect a
greater number of Performance Shares than the number of Performance
Shares that would have been modified pursuant to the preceding
formula.
(b) 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 shall 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 first page of this Agreement shall 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 shall be
deferred for a period of time equal to the duration of the
Employee’s PLOA less six (6) months unless otherwise
recommended by the Company’s VP of HR.
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(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 immediately will terminate unless otherwise recommended by
the Company’s VP of HR and approved by the CEO.
(iv) Example 1. Employee is
scheduled to vest in Performance Shares on January 1, 2007. On May
1, 2006, Employee begins a 6-month PLOA. Employee’s
Performance Shares still will 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 9-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 unless otherwise
recommended by the Company’s VP of HR and approved by the
CEO.
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 shall be modified as soon as the duration of the
Employee’s PLOA exceeds six (6) months.
(c) 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 shall 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 shall
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 (relating to accelerated vesting upon
death) shall not apply to thi
