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Exhibit 10.56 [EMPL_NAME]
Employee ID Number: [EMPLID]
Grant Number: [GRANT_ID] APPLIED MATERIALS, INC.
PERFORMANCE SHARES AGREEMENT NOTICE OF GRANT
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 Shares Agreement
(the "Agreement") is [GRANT_DATE] (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]
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(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.").*
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*
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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.
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IMPORTANT : 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.
For Employees employed in
China on the Grant Date: Under the State Administration of
Foreign Exchange ("SAFE") regulations, the receipt of funds by you
from the sale of Performance Shares must be approved by SAFE. In
order to comply with the SAFE regulations, the proceeds from the
sale of Performance Shares must be repatriated into China through
an approved bank account set up and monitored by the Company.
For Employees employed in the
United Kingdom (U.K.) on the Grant Date: National
Insurance Contribution ("NIC") The grant of your
Performance Shares is subject to the execution of a joint election
between the Company and you (the "Election"), being formally
approved by the H.M. Revenue & Customs (the "HMR&C") and
remaining in force thereafter under which you agree to pay all NICs
that may become due in connection with the grant or vesting of
Performance Shares. 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
Class 1 NIC). By accepting the Performance Shares, to the
extent allowable by applicable law, you hereby consent and agree to
satisfy any liability the Company and/or your employer realizes
with respect to Secondary Class 1 NIC payments required to be
paid by the Company and/or your employer in connection with the
grant or vesting of the Performance Shares.
In addition, by accepting the
Performance Shares, you hereby authorize the Company or your
employer to withhold any such Secondary Class 1 NICs from the
sale of a sufficient number of Shares upon vesting of the
Performance Shares. In addition and to the maximum extent permitted
by law, the Company (or the employing Affiliate) has the right to
retain without notice from salary or other amounts payable to you
to satisfy such Secondary Class 1 NICs. The Company, in its
discretion, may require you, and you hereby agree, to make payment
on demand for such contributions by cash or check to UBS Financial
Services, Inc., the Company or your employer, and such
contributions will be remitted to the HMR&C. If additional
consents and/or elections are required to accomplish the foregoing,
you agree to provide them promptly upon request. If the foregoing
is not allowed under applicable law, the Company may rescind your
Performance Shares. If you do not enter an Election prior to the
first vesting date or if the Election is revoked at any time by the
HMR&C, the Performance Shares shall become null and void
without any liability to the Company and/or your employer and shall
lapse with immediate effect.
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TERMS AND CONDITIONS OF PERFORMANCE SHARES
AGREEMENT 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 the Notice
of Grant 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, provided, however, that if the Company determines that
it is necessary or advisable, the Shares subject to this
Performance Share award shall be sold immediately upon settlement
of the Performance Shares award, and the Employee shall receive the
proceeds from the sale, less any applicable fees and taxes or other
required withholding. 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.
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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 will immediately terminate.
(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 Shares
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. Subject to
the provisions of this paragraph 5, 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 shall be made within two and
one-half (2 1 /2) months following the end of the
Company’s tax year that includes the date such accelerated
Performance Shares vest.
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Notwithstanding anything in the
Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Performance
Shares is accelerated in connection with Employee’s
Termination of Service (provided that such termination is a
"separation from service" within the meaning of Section 409A,
as determined by the Company), other than due to death , and
if (a) the Employee is a "specified employee" within the
meaning of Section 409A at the time of such Termination of
Service and (b) the payment of such accelerated Performance
Shares will result in the imposition of additional tax under
Section 409A if paid to the Employee on or within the six
(6) month period following Employee’s Termination of
Service, then the payment of such accelerated Performance Shares
will not be made until the date six (6) months and one
(1) day
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