RESTRICTED STOCK UNIT AGREEMENT FOR NONEMPLOYEE DIRECTORS by APPLIED MATERIALS INC /DE
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Company: APPLIED MATERIALS INC /DE
SEC CIK: 6951
SEC Type: EX-10.4
SIC Code: 3674
SIC Industry: SEMICONDUCTORS & RELATED DEVICES
Date Filed: 2012-05-24
Date Filed:
05/24/2012 SKU: RDUZ7D-C-1G0-3
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Exhibit
10.4
[EMPL_NAME]
AMAT ID Number: [EMPLID]
Grant Number: [GRANT_ID]
APPLIED MATERIALS, INC.
RESTRICTED STOCK UNIT AGREEMENT FOR NONEMPLOYEE DIRECTORS
NOTICE OF GRANT
Applied Materials, Inc. (the "Company") hereby grants
you, [EMPL_NAME]
(the "Grantee"), an award of Restricted Stock
Units under the Company's Employee Stock Incentive Plan (the "Plan"). The date of this Restricted
Stock Unit Agreement (the "Agreement") is [GRANT_DT] (the "Grant Date"). Subject to the provisions of the Terms
and Conditions of Restricted Stock Unit Agreement (the "Terms and Conditions"), which constitute
part of this Agreement and of the Plan, the principal features of this award are as
follows:
|
Number of Restricted Stock Units:
|
[MAX_SHARES]
|
|
Vesting of Restricted Stock
Units:
|
One-Hundred percent (100%) of the Restricted
Stock Units subject to the Award will vest on March 1, 2013 or, if earlier, on the date
immediately before the date of the Annual Meeting of Stockholders of the Company that next follows
the Grant Date.*
|
* Except as otherwise provided in the Terms and Conditions of this Agreement, the Grantee will not
vest in the Restricted Stock Units unless he or she remains a Director of the Company through the
applicable vesting date.
IMPORTANT:
Your signature below indicates your agreement and
understanding that this award 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 Restricted Stock Units is contained in paragraphs 3, 4 and 7 of the
Terms and Conditions. PLEASE READ ALL OF THE TERMS AND CONDITIONS
OF THIS GRANT.
GRANTEE
_______________________________
[NAME]
Date: ___________
To accept
the grant, please sign this Agreement as indicated above and send a copy to the Company's Stock
Programs Department via email at [email protected] or via regular mail at the following
address:
Applied Materials, Inc.
Attn: Stock Programs
3225 Oakmead Village Drive, M/S 1213
P.O. Box 58039
Santa Clara, CA 95054
Please
retain a copy of your signed Agreement. You may obtain a paper copy of the Agreement at any time by
requesting one from Stock Programs at the email or regular mail addresses indicated above or by
phone at (408) 748-5552.
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AGREEMENT
FOR NONEMPLOYEE DIRECTORS
FOR NONEMPLOYEE DIRECTORS
1.Grant. The Company hereby grants to the Grantee the number of
Restricted Stock Units set forth on the first page of the Notice of Grant of this Agreement,
subject to all the terms and conditions in this Agreement and the Company's Employee Stock
Incentive Plan (the "Plan"). When Shares are delivered to the Grantee as payment for the Restricted
Stock Units, the par value of each Share will be deemed paid by the Grantee by past services
rendered by him or her to the Company. Payment of Shares shall be subject to applicable 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 Restricted Stock Unit has a
value equal to the Fair Market Value of a Share on the Grant Date. Unless and until the Restricted
Stock Units have vested in the manner set forth in paragraphs 3 and 4, the Grantee will have no
right to payment of such Restricted Stock Units. Prior to actual payment of any vested Restricted
Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company.
Payment of any vested Restricted Stock Units will be made in whole Shares only.
3.Vesting Schedule/Period of
Restriction. Except as provided in
paragraph 4, and subject to paragraph 7, the Restricted Stock Units awarded by this Agreement will
vest in accordance with the vesting provisions set forth on the first page of the Notice of Grant
of this Agreement. Restricted Stock Units will not vest in accordance with any of the provisions of
this Agreement unless the Grantee will have continuously served as a Director of the Company from
the Grant Date up to and including the scheduled vesting date of the Restricted Stock
Units.
4.Acceleration of
Vesting.
a.Death of Grantee.
In the event that the Grantee dies while serving
as a Director but prior to the vesting of his or her Restricted Stock Units, one hundred percent
(100%) of the Restricted Stock Units subject to this Agreement will vest on the date of the
Grantee's death. If the Grantee is subject to Hong Kong's ORSO provisions, this paragraph 4(a) will
not apply to this award of Restricted Stock Units.
b.Disability of
Grantee. If Grantee has a Termination of
Service due to Disability prior to the vesting of his or her Restricted Stock Units subject to this
Agreement, one hundred percent (100%) of such Restricted Stock Units shall immediately become
vested. If the Grantee is subject to Hong Kong's ORSO provisions, this paragraph 4(b) will not
apply to this award of Restricted Stock Units.
5.Payment after
Vesting. Subject to the provisions of
paragraphs 8 and 20, any Restricted Stock Units that vest in accordance with paragraph 3 or 4 will
be paid to the Grantee (or in the event of the Grantee's death, to his or her estate) as soon as
practicable following the vesting date, but in all cases within 60 days following the vesting date
of such Restricted Stock Units. Notwithstanding the foregoing, any Restricted Stock Units that vest
in accordance with paragraphs 3 or 4 that the Grantee elects to defer pursuant to paragraph 6 will
be paid to the Grantee in accordance with the terms of
paragraph 6 below, subject to the provisions of paragraphs 8 and 20. For each Restricted Stock Unit
that vests, the Grantee will receive one Share, subject to withholding under paragraph 8.
6.Deferral. Subject to the Committee's determination that this right of
deferral or any term thereof complies with applicable laws or regulations in effect from time to
time, Grantee may make an election to defer the issuance of the Shares issuable in accordance with
the terms and conditions set forth in a Restricted Stock Unit Deferral Election Form approved by
the Committee. In the event of the Committee's determination otherwise, the Committee may, in its
discretion, deny Grantee this right of deferral altogether, modify the terms of the deferral and/or
add such requirements as it deems necessary or advisable to comply with applicable law and
regulations. If the Grantee elects to defer the issuance of vested Restricted Stock Units in
accordance with this paragraph 6, payment of the deferred vested Restricted Stock Units (and any
dividends payable in accordance with paragraph 9) will be made in accordance with the terms of the
deferral election.
7.Forfeiture. Notwithstanding any contrary provision of this
Agreement, any Restricted Stock Units that have not vested pursuant to paragraph 3, 4a or 4b at the
time of the Grantee'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. If any tax withholding is required
when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the
Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or, if
the Grantee has become an employee of an Affiliate, the employing Affiliate), will withhold a
portion of the Shares that has 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 Grantee'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 Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or
social insurance liabilities with respect to which the Grantee has agreed to bear responsibility
(collectively, the "Tax Obligations"). The number of Shares withheld pursuant to the prior sentence
will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of
the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding
the foregoing, the Company, in its sole discretion, may require the Grantee to make alternate
arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any
Tax Obligations.
Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until
satisfactory arrangements (as determined by the Company) have been made by the Grantee with respect
to the payment of any Tax Obligations that the Company determines must be withheld or collected
with respect to such 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 any fees, salary or other
amounts payable to the Grantee, cash having a sufficient value to satisfy any Tax Obligations that
the Company determines cannot be satisfied through the withholding of otherwise deliverable
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