[EMPL_NAME]
Employee ID: [ EMPLID ]
Grant Number: [ GRANT_ID ]
RESTRICTED STOCK AGREEMENT
NOTICE OF GRANT
Applied Materials,
Inc. (the “Company”) hereby grants you,
[EMPL_NAME] (the “Employee”), an award of
Restricted Stock under the Company’s Employee Stock Incentive
Plan (the “Plan”). The date of this Agreement is
[GRANT_DT] (the “Grant Date”). Subject to the
provisions of the Terms and Conditions of Restricted Stock
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
Shares of Restricted Stock: [Number]
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Purchase
Price per Share :
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US
$0.01
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Scheduled
Vesting Dates/Period of Restriction:
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Number of
Shares:
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[MAX_SHARES]
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[VESTING
SCHEDULE and/or PERFORMANCE VESTING CONDITIONS]*
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[Number]
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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 Restricted Stock 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 to purchase the
shares of Restricted Stock (the “Shares”) and your
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 the Shares covered by this grant is
contained in paragraphs 3 through 6 of the Terms and Conditions.
PLEASE BE SURE TO READ ALL OF THE TERMS AND CONDITIONS OF THIS
GRANTAGREEMENT.
Please be sure
to retain a copy of your 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 11 below of the Terms and
Conditions). You must accept this Agreement by signing a paper copy
of the Agreement and delivering it to Stock Programs.
TERMS AND CONDITIONS OF
RESTRICTED STOCK GRANT
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 Shares
of Restricted Stock set forth on the first page of the Notice of
Grant of this Agreement for $0.01 per Share, commencing on the
Grant Date, subject to all of the terms and conditions in this
Agreement and the Plan. Upon this grant of Restricted Stock, the
par value purchase price for each share of Restricted Stock
(a) will be deemed paid by the Employee by past services
rendered by the Employee, if the Employee is an existing employee
of the Company or one of its Affiliates and not a newly-hired
employee, and will be subject to the appropriate tax withholdings,
or (b) shall be paid to the Company by cash or check by the
Employee, if the Employee is a newly-hired employee of the Company
or one of its Affiliates. Only whole shares shall be
issued.
2. Shares
Held in Escrow . The Shares will be issued in the name of the
Employee, and unless and until the Shares will have vested in the
manner set forth in paragraphs 3 through 5 or paragraph 10, the
Shares will be held by the Stock Programs Department of the Company
(or its designee) as escrow agent (the “Escrow Agent”),
and will not be sold, transferred or otherwise disposed of, and
will not be pledged or otherwise hypothecated. The Company may
determine to issue the Shares in book entry form and/or may
instruct the transfer agent for its Common Stock to place a legend
on the certificate or certificates representing the Restricted
Stock or otherwise note in its records as to the restrictions on
transfer set forth in this Agreement and the Plan. The Shares,
which may be issued in certificate or book entry form, will not be
delivered by the Escrow Agent to the Employee unless and until the
Shares have vested and all other terms and conditions in this
Agreement have been satisfied.
3.
Vesting Schedule/Period of Restriction . Except as provided
in paragraphs 4 and 5, and subject to paragraph 6, the Shares
awarded by this Agreement shall be scheduled to vest in accordance
with the vesting provisions set forth on the first page of this
Agreement. 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 vesting otherwise is
scheduled to occur.
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 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 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.
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(iii) if the
duration of the Employee’s PLOA is greater than twelve
(12) months, any Shares awarded by this Agreement that are not
then vested will immediately terminate.
(iv) Example
1. Employee is scheduled to vest in Shares on January 1, 2007.
On May 1, 2006, Employee begins a six-month PLOA.
Employee’s Shares will still be scheduled to vest on
January 1, 2007.
(v) Example
2. Employee is scheduled to vest in Shares on January 1, 2007.
On May 1, 2006, Employee begins a nine-month PLOA.
Employee’s 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 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 Shares on January 1, 2007.
On May 1, 2006, Employee begins a 13-month PLOA.
Employee’s 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. 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, 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 Shares
awarded by this Agreement shall 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 Shares subject to this Restricted Stock 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 Restricted Stock, this Paragraph 4(b)
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 (b) shall not apply to
this award of Restricted Stock.
5.
Committee Discretion . The Committee, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Shares at any time, subject to the
terms of the Plan. If so accelerated, such Shares will be
considered as having vested as of the date specified by the
Committee.
6.
Forfeiture . Notwithstanding any contrary provision of this
Agreement, the balance of the Shares that have not vested at the
time of Employee’s Termination of Service will be forfeited
and automatically transferred to and reacquired by the Company at
no cost to the Company upon the date the Employee incurs a
Termination of Service for any reason. The Employee shall not be
entitled to a refund of the price paid for the Shares returned to
the Company pursuant to this paragraph 6. The Employee hereby
appoints the Escrow Agent with full power of substitution, as the
Employee’s true and lawful attorney-in-fact with irrevocable
power and authority in the name and on behalf of the Employee to
take any action and execute all documents and
instruments,
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including,
without limitation, stock powers which may be necessary to transfer
the certificate or certificates evidencing such unvested Shares to
the Company upon such Termination of Service.
7.
Withholding of Taxes . The Company (or the employing
Affiliate) will withhold a portion of the Shares that have an
aggregate market value sufficient to pay all taxes and social
insurance liability and other requirements in connection with the
Shares, including, without limitation, (a) all federal, state
and local income, employment and any other applicable taxes that
are required to be withheld by the Company or the employing
Affiliate, (b) the Employee’s and, to the extent
required by the Company (or the employing Affiliate), the
Company’s (or the employing Affiliate’s) fringe benefit
tax liability, if any, associated with the grant, vesting, or sale
of the Award and the Shares issued thereunder, and (c) all
other taxes or
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