Novellus Systems, Inc. 2011 Stock Incentive Plan



 Exhibit 10.172 
 LAM RESEARCH CORPORATION (NOVELLUS SYSTEMS, INC.) 
 2011 STOCK INCENTIVE
PLAN 
 (AS AMENDED) 
 1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants
and to promote the success of the Company’s business. This Stock Incentive Plan is hereby amended and restated as of July 18, 2012 to reflect its adoption by Lam Research Corporation (the “Company”) pursuant to the terms of the
Agreement and Plan of Merger among Lam Research Corporation, BLMS, Inc. and Novellus Systems, Inc. (“Novellus”), dated as of December 14, 2011, and to reflect changes to certain non-material terms of the Plan authorized by the Board
of Directors of the Company. Effective as of the same date, this Stock Incentive Plan shall be renamed the “Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).” 

2. Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined
otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2. 

(a) “Administrator” means the Board or any of the Committees appointed to administer the Plan.

 (b) “Affiliate” and “Associate” shall have the respective meanings ascribed
to such terms in Rule 12b-2 promulgated under the Exchange Act. 
 (c) “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the
rules of any foreign jurisdiction applicable to Awards granted to residents therein. 
 (d)
“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by
operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or
purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award. 

(e) “Award” means the grant of an Option, Restricted Stock or Restricted Stock Unit under the Plan.

 (f) “Award Agreement” means the written agreement evidencing the grant of an Award executed
by the Company and the Grantee, including any amendments thereto. 
 (g) “Board” means the Board
of Directors of the Company. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended.

 (i) “Committee” means any committee appointed by the Board or Compensation Committee to
administer the Plan or any aspect of the Plan, and may include a committee of Officers or employees of the Company where permitted under Applicable Laws. 
 (j) “Common Stock” means the common stock of the Company. 
 (k) “Company” means Lam Research Corporation, a Delaware corporation, or any successor entity that adopts the Plan in connection with a Corporate Transaction. 

  
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 (l) “Consultant” means any person (other than an Employee
or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 

(m) “Continuous Service” means that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the
actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A
Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, unless otherwise provided in the applicable Award Agreement for Awards granted after July 18, 2012, (ii) transfers among the Company, any Related Entity, or any
successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as
otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds
three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Nonstatutory Stock Option on the day three (3) months and one (1) day
following the expiration of such three (3) month period. 
 (n) “Corporate Transaction”
means (i) for any grants of Awards made prior to July 18, 2012, any of the following transactions: 
  

	 	(A)	a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the
Company is incorporated; 

  

	 	(B)	the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary
corporations); 

  

	 	(C)	approval by the Company’s shareholders of any plan or proposal for the complete liquidation or dissolution of the Company; 


 

	 	(D)	any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in
which the Company is the surviving entity but (A) the shares of Common Stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or
otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such
securities immediately prior to such merger or the initial transaction culminating in such merger; or 

  

	 	(E)	acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit
plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any
such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction. 


  
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 and (ii) for any grants of Awards made on or after July 18, 2012, any of the
following transactions: 
  

	 	(A)	a merger or consolidation in which the Company is not the surviving entity or survives only as a subsidiary of another entity whose shareholders did not own all or
substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction (which transaction shall not include a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a
different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor
corporation, which assumption shall be binding on all participants); 

  

	 	(B)	the sale, transfer or other disposition of all or substantially all of the assets of the Company, including a liquidation or dissolution of the Company; or


  

	 	(C)	the acquisition, sale, or transfer of more than fifty percent (50%) of the outstanding shares of the Company by tender offer or similar transaction.


 (o) “Covered Employee” means an Employee who is a “covered employee”
under Section 162(m)(3) of the Code. 
 (p) “Director” means a member of the Board or the
board of directors of any Related Entity. 
 (q) “Disability” means: 

(i) for any grants of Awards made prior to July 18, 2012, a Grantee would qualify for benefit payments under the
long-term disability policy of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not
have a long-term disability plan in place, “Disability” means that a Grantee is permanently unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or
mental impairment. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion; and 

(ii) for any grants of Awards made on or after July 18, 2012, as determined by the Administrator with respect to all
Awards other than Incentive Stock Options and as defined by Section 22(e) of the Code with respect to Incentive Stock Options. 
 (r) “Employee” means any person, including an Officer or Director, who (i) was an employee of Novellus or one of its subsidiaries as of June 4, 2012 and is currently an employee
of the Company or any Related Entity or (ii) is an employee of the Company or any Related Entity who is hired by the Company or such Related Entity after June 4, 2012. The payment of a director’s fee by the Company or a Related Entity
shall not be sufficient to constitute “employment” by the Company. 
 (s) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 (t) “Fair Market Value”
means, that as of any date, the value of Common Stock determined as follows: 
 (i) If the Common Stock is listed
on one or more established stock exchanges or national market systems, including without limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value shall be
the closing sales price for such stock (or the closing bid, if no sales 

  
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were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price
or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a
recognized securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable; or 
 (iii) In the absence of an
established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 

(u) “Grantee” means an Employee, Director or Consultant who receives an Award pursuant to an Award
Agreement under the Plan. 
 (v) “Incentive Stock Option” means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code. 
 (w) “Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive Stock Option. 
 (x)
“Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

(y) “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.

 (z) “Outside Director” means a Director who is not an Employee. 

(aa) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 (bb) “Performance-Based Compensation” means compensation
qualifying as “performance-based compensation” under Section 162(m) of the Code. 
 (cc)
“Plan” means this 2011 Stock Incentive Plan, as adopted by the Company and as amended and restated as of July 18, 2012. 
 (dd) “Related Entity” means any Parent, Subsidiary and any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or a Subsidiary
holds a substantial ownership interest, directly or indirectly. 
 (ee) “Related Entity
Disposition” means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger
or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary. 

  
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 (ff) “Restricted Stock” means Shares issued under the Plan
to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator. 

(gg) “Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of
time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator. 

(hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.

 (ii) “Share” means a share of the Common Stock. 

(jj) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as
defined in Section 424(f) of the Code. 
 3. Stock Subject to the Plan. 

(a) Subject to the provisions as set forth in Section 10, below, the maximum aggregate number of Shares which may be
issued pursuant to all Awards is 14,394,511 Shares. In addition, any Shares that would otherwise return to the Novellus Systems, Inc. 2001 Stock Incentive Plan (the “2001 SIP”) as a result of the forfeiture, termination or expiration of
awards previously granted under the 2001 SIP or any other Company equity plan with regards to which Shares would otherwise return to the 2001 SIP as a result of the forfeiture, termination or expiration of awards granted under such Company equity
plan as of May 10, 2011 (ignoring for this purpose the expiration of the 2001 SIP or such other Company equity plan) shall become available under the Plan. The maximum aggregate number of Shares which may be issued pursuant to all Awards of
Incentive Stock Options granted prior to June 4, 2012 is 9,796,984 Shares, and the Company must receive shareholder approval of the Plan before granting Awards of Incentive Stock Options on or after June 4, 2012. Any Shares subject to
Awards granted under the Plan other than Options shall be counted against the limit set forth herein as two (2) Shares for every one (1) Share subject to such Award (and shall be counted as two (2) Shares for every one (1) Share
returned to the Plan pursuant to Section 3(b), below, in connection with Awards other than Options). Options shall be counted against the limit set forth herein as one (1) Share subject to such Award (and shall be counted as one
(1) Share returned to the Plan pursuant to Section 3(b), below, in connection with Options (whether Nonstatutory Stock Options or Incentive Stock Options)). Notwithstanding the foregoing, any Shares that again become available for grant
upon the forfeiture, termination or expiration of an award that originally counted as one and six-tenths (1.6) Shares upon grant under the 2001 SIP shall be counted as one and six-tenths (1.6) Shares for every one Share that returns to the
Plan (ignoring for this purpose the expiration of the 2001 SIP or any other Company equity plan with regards to which Shares would otherwise return to the 2001 SIP). The Shares to be issued pursuant to Awards may be authorized, but unissued, or
reacquired Common Stock. 
 (b) Any Shares covered by an Award (or portion of an Award) which is forfeited,
canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the
Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at the lower of their original purchase price
or their Fair Market Value at the time of repurchase, such Shares shall become available for future grant under the Plan. Notwithstanding anything to the contrary contained herein: (i) Shares tendered or withheld in payment of an Option
exercise price shall not be returned to the Plan and shall not become available for future issuance under the Plan; and (ii) Shares withheld by the Company to satisfy any tax withholding obligation shall not be returned to the Plan and shall
not become available for future issuance under the Plan. 

  
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 4. Administration of the Plan. 

(a) Plan Administrator. 
 (i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be
exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. 

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees
or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee that shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise directed by the delegating authority. 
 (iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee intended to qualify as Performance-Based Compensation shall be made
only by a Committee (or subcommittee of a Committee) which is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation. In the case of such Awards granted to Covered
Employees, references to the “Administrator” or to a “Committee” shall be deemed to be references to such Committee or subcommittee. 
 (iv) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date
to the extent permitted by the Applicable Laws. 
 (b) Powers of the Administrator. Subject to Applicable
Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board or the Compensation Committee, the Administrator shall have the authority, in its discretion:

 (i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time
hereunder; 
 (ii) to determine whether and to what extent Awards are granted hereunder; 

(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted
hereunder; 
 (iv) to approve forms of Award Agreements for use under the Plan; 

(v) to determine the terms and conditions of any Award granted hereunder; 

(vi) for any grants of Awards made prior to July 18, 2012, to amend the terms of any outstanding Award granted under
the Plan, provided that (A) any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an amendment or modification that
may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee, (B) the reduction of the exercise price of any Option awarded under the Plan shall be subject to
shareholder approval, and (C) canceling an Option at a time when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange for another Option, Restricted Stock, other Award or for cash shall be subject to
shareholder approval, unless the cancellation and exchange occurs in connection with a Corporate Transaction; and 

  
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 for any grants of Awards made on or after July 18, 2012, to amend the
terms of any outstanding Award granted under the Plan, provided that no modification of any Award, even in the absence of an amendment, suspension, or termination of this Plan, shall impair any existing contractual rights of any Grantee unless
(A) the affected Grantee consents to the amendment, suspension, termination, or modification or (B) no consent is required if the Board determines, in its sole and absolute discretion, that the amendment, suspension, termination, or
modification: (1) is required or advisable in order for the Company, this Plan or the Award to satisfy Applicable Laws, to meet the requirements of any accounting standard or to avoid any adverse accounting treatment, or (2) in connection
with any Corporate Transaction, is in the best interests of the Company or its shareholders; 
 (vii) to construe
and interpret the terms of the Plan and Awards granted pursuant to the Plan, including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan; 

(viii) to grant Awards to Employees, Directors and Consultants employed outside the United States on such terms and
conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purpose of the Plan; and 

(ix) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.

 The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or
authority of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final,
conclusive and binding on all persons having an interest in the Plan. 
 5. Eligibility. Awards other than Incentive
Stock Options may be granted to Employees, provided that prior to June 4, 2012, such awards could also be granted to Directors and Consultants of Novellus and its Subsidiaries and Affiliates. Subject to the Company obtaining shareholder
approval of the Plan, Incentive Stock Options may be granted only to Employees of the Company, a Parent or a Subsidiary. An Employee who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees who are residing in foreign jurisdictions as the Administrator may determine from time to time. 
 6. Terms
and Conditions of Awards. 
 (a) Types of Awards. The Administrator is authorized under the Plan to
award Options, Restricted Stock and Restricted Stock Units with a fixed or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more
events, or the satisfaction of performance criteria or other conditions. 
 (b) Designation of Award. Each
Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, an Option will qualify as an
Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market
Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes
of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the grant date of the relevant Option. In the event that the Code or
the regulations promulgated thereunder are amended after the date the Plan becomes effective to provide for a different 

  
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limit on the Fair Market Value of the Shares permitted to be subject to Incentive Stock Options, then such different limit will be automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment. 
 (c) Conditions of Award. Subject to the terms of
the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash,
Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination of, the
following: (i) increase in share price; (ii) earnings per share; (iii) total shareholder return; (iv) operating margin; (v) gross margin; (vi) return on equity; (vii) return on assets; (viii) return on
investment; (ix) operating income; (x) net operating income; (xi) pre-tax profit; (xii) cash flow; (xiii) revenue; (xiv) expenses; (xv) earnings before interest, taxes and depreciation; (xvi) economic value
added; (xvii) market share; (xviii) controllable profits; (xix) customer satisfaction management by objectives; (xx) individual management by objectives; (xxi) net income; (xxii) new orders; (xxiii) pro forma net
income; (xxiv) asset turnover; (xxv) minimum cash balances; and (xxvi) return on sales. For Awards that are not intended to qualify as Performance-Based Compensation, the performance criteria established by the Administrator may be
based on personal management objectives, or other measures of performance selected by the Administrator. The level or levels of performance specified with respect to a performance goal may be GAAP or non-GAAP measures as determined by the
Administrator and may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as
the Administrator may determine. The performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. 
 (d)
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity
acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction. 

(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit
selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other
consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program. 
 (f) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such
terms and conditions as determined by the Administrator from time to time. 
 (g) Individual Limitations on
Awards. 
 (i) Individual Limit for Options. The maximum number of Shares with respect to which
Options may be granted to any Grantee in any fiscal year of the Company shall be 675,000 Shares. In connection with a Grantee’s commencement of Continuous Service, a Grantee may be granted Options for up to an additional 1,350,000 Shares which
shall not count against the limit set forth in the previous sentence. The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below. To the extent
required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitations with respect to a Grantee, if any Option is canceled, the canceled Option 

  
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shall continue to count against the maximum number of Shares with respect to which Options may be granted to the Grantee. For this purpose, the repricing of an Option shall be treated as the
cancellation of the existing Option and the grant of a new Option. 
 (ii) Individual Limit for Restricted
Stock and Restricted Stock Units. For awards of Restricted Stock and Restricted Stock Units that are intended to be Performance-Based Compensation, the maximum number of Shares with respect to which such Awards may be granted to any Grantee in
any fiscal year of the Company shall be 675,000 Shares. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below. 

(h) Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount (whether
denominated in Shares or cash) paid in addition to the original number of Shares subject to such Award will not be treated as an increase in the number of Shares subject to the Award if the additional amount is based either on a reasonable rate of
interest or on one or more predetermined actual investments such that the amount payable by the Company at the later date will be based on the actual rate of return of a specific investment (including any decrease as well as any increase in the
value of an investment). 
 (i) Early Exercise. The Award Agreement may, but need not, include a provision
whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase
right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate. 
 (j) Term of Award. The term of each Award shall be the term stated in the Award Agreement; provided, however, that the term shall be no more than ten (10) years from the date of
grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified
term of any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award. 
 (k) Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the
extent and in the manner authorized by the Administrator, but only to the extent such transfers are made to family members, to family trusts, to family controlled entities, to charitable organizations, and pursuant to domestic relations orders or
agreements, in all cases without payment for such transfers to the Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator. 
 (l) Time of Granting Awards. The date of grant of an
Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such other later date as is determined by the Administrator. Notice of the grant determination shall be given to each Employee,
Director or Consultant to whom an Award is so granted within a reasonable time after the date of such grant. 

  
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 7. Award Exercise or Purchase Price, Consideration and Taxes. 

(a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:

 (i) In the case of an Incentive Stock Option granted to an Employee who, at the time of the grant of such
Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be not less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of grant. 
 (ii) In cases other than the case
described in the preceding paragraph, the per Share exercise price of an Option shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(iii) In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any,
shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(iv) In the case of a Restricted Stock or Restricted Stock Units grant, such price, if any, shall be determined by the
Administrator. 
 (v) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award
issued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award. 

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon
exercise or purchase of an Award including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition to any other types of consideration the
Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following: 
 (i) cash; 
 (ii) check; 

(iii) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the
Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Award) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said
Award shall be exercised (but only to the extent that such exercise of the Award would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by the Administrator);

 (iv) with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which
the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price
payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; 

(v) with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the
Grantee may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on
such date as is determined by the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of
Shares); or 

  
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 (vi) any combination of the foregoing methods of payment. 

The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described
in Section 4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration. 

(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other
person has made arrangements acceptable to the Administrator for the satisfaction of any foreign, federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of
Shares. Upon exercise or vesting of an Award, the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of the whole number of Shares covered by the Award
sufficient to satisfy the minimum applicable tax withholding obligations incident to the exercise or vesting of an Award. 
 8.
Exercise of Award. 
 (a) Procedure for Exercise; Rights as a Shareholder. 

(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the
Administrator under the terms of the Plan and specified in the Award Agreement. 
 (ii) An Award shall be deemed
to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised
has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section 7(b)(iv). 

(iii) Exercise of Award Following Termination of Continuous Service. 

(A) An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be
exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 
 (B) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Service for a specified period, the Award shall terminate to the extent not
exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 
 (C) Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of a Grantee’s
Continuous Service shall convert automatically to a Nonstatutory Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Award Agreement. 

9. Conditions Upon Issuance of Shares. 
 (a) If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision of an Award is or may be unlawful under Applicable Laws, the vesting or
right to exercise an Award or to otherwise receive Shares pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall be further subject to the approval of counsel for the Company
with respect to such compliance. The Company shall have no obligation to effect any registration or qualification of the Shares under federal or state laws. 

  
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 (b) As a condition to the exercise of an Award, the Company may require the
person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required by any Applicable Laws. 
 10. Adjustments Upon Changes in Capitalization.
Subject to any required action by the shareholders of the Company and Section 11 hereof, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no
Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any fiscal year of the
Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or similar event affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) any other
transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or
other assets to shareholders other than a normal cash dividend, the Administrator shall also make such adjustments as provided in this Section 10 or substitute, exchange or grant Awards to effect such adjustments (collectively
“adjustments”). Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. In connection with the foregoing adjustments, the Administrator may, in its
discretion, prohibit the exercise of Awards or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company of shares of any class, or
securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award. 

11. Corporate Transactions and Related Entity Dispositions. Except as may be provided in an Award Agreement: 

(a) For grants of Awards made prior to July 18, 2012: 

(i) Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a
Corporate Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction. 

(ii) Acceleration of Award Upon Corporate Transaction. The Administrator shall have the authority, exercisable
either in advance of any actual or anticipated Corporate Transaction or Related Entity Disposition or at the time of an actual Corporate Transaction or Related Entity Disposition and exercisable at the time of the grant of an Award under the Plan or
any time while an Award remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the full or partial release from restrictions on transfer and
repurchase or forfeiture rights of such Awards in connection with a Corporate Transaction or Related Entity Disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any
such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the Corporate Transaction or Related Entity
Disposition. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Related Entity Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award.

 (iii) Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under
this Section 11 in connection with a Corporate Transaction or Related Entity 

  
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Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the
extent such dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a Nonstatutory Stock Option. 
 (b) For grants of Awards made on or after July 18, 2012: 
 (i)
In the event of a Corporate Transaction, any or all outstanding Awards shall be subject to the definitive agreement governing the Corporate Transaction. Such transaction agreement may provide, without limitation and in a manner that is binding on
all parties, for (A) the assumption, substitution or replacement with equivalent awards of outstanding Awards (but in each case adjusted to reflect the transaction terms) by the surviving corporation or its parent, (B) continuation of
outstanding Awards (but again adjusted to reflect the transaction terms) by the Company if the Company is a surviving corporation, (C) accelerated vesting, or lapse of repurchase rights or forfeiture conditions applicable to, and accelerated
expiration or termination of, the outstanding Awards, or (D) settlement of outstanding Awards (including termination thereof) in cash. Except for adjustments to reflect the transaction terms as referenced above or, to the extent any Award or
Shares are subject to accelerated vesting or lapse of restrictions approved by the Board or Committee upon specific events or conditions (and then only to the extent such acceleration benefits are reflected in the transaction agreement, the
applicable Award Agreement or another written agreement between the participant and the Company), any outstanding Awards that are assumed, substituted, replaced with equivalent awards or continued shall continue following the transaction to be
subject to the same vesting or other restrictions that applied to the original Award. The Administrator need not adopt the same rules or apply the same treatment for each Award or Grantee. 

(ii) Notwithstanding anything herein to the contrary, in the event of a dissolution or liquidation of the Company, to the
extent an Award has not been exercised or the Shares subject thereto have not been issued in full prior to the earlier of the completion of the transaction or the applicable expiration date of the Award, then outstanding Awards shall terminate
immediately prior to the transaction. 
 12. Effective Date and Term of Plan. The Plan became effective on May 10,
2011 and was assumed by the Company on June 4, 2012. It shall continue in effect for a term of ten (10) years from its original effective date unless sooner terminated. Subject to Section 17, below, and Applicable Laws, Awards may be
granted under the Plan upon its becoming effective. 
 13. Amendment, Suspension or Termination of the Plan. 

(a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such
amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by Applicable Laws, or if such amendment would: 

(i) lessen the shareholder approval requirements of Section 4(b)(vi) or this Section 13(a); 

(ii) increase the benefits accrued to participants under the Plan; 

(iii) increase the number of securities which may be issued under the Plan; or 

(iv) modify the requirements for participation in the Plan. 

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan. 

  
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 (c) No suspension or termination of the Plan (including termination of the
Plan under Section 11 above) shall adversely affect any rights under Awards already granted to a Grantee. 
 14.
Reservation of Shares. 
 (a) The Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
 (b) The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 
 15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in
any way with his or her right or the right of the Company or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without cause. 
 16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed
compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted
under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 

17. Shareholder Approval. The grant of Incentive Stock Options under the Plan after June 4, 2012 shall be subject to approval
by the shareholders of the Company excluding Incentive Stock Options issued in substitution for outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such shareholder approval shall be obtained in the degree and manner
required under Applicable Laws. 
 18. Plan History. On April 4, 2011, the Board of Directors of Novellus adopted
the Plan, effective as of the date of shareholder approval, which occurred on May 10, 2011. The Company amended and restated the Plan as of July 18, 2012. 
 19. Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured
obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general
funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its
payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a
Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any
changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan. 
 20.
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 21. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the shareholders of the Company for approval, nor any provision of the Plan will be
construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards otherwise than under the Plan, and such arrangements
may be either generally applicable or applicable only in specific cases. 

  
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