exv10w57






EXHIBIT 10.57




TERM SHEET

As Amended and Restated December 8, 2008



1. POSITION. President and Chief Executive Officer, reporting to the Board of Directors.



2. START DATE. As soon as possible, but no later than May 1, 2003.



3. BOARD MEMBERSHIP. You will be elected a member of the Board of Directors effective on your start
date. No additional compensation will be paid for Board service. You agree to resign from the Board
upon termination of employment, unless requested to continue.



4. BASE SALARY. Base Salary in the amount of $900,000. Base salary will be subject to annual
review.



5. INCENTIVE BONUS. Annual Target Bonus of 175% of base salary multiplied by a revenue factor and a
PAT factor, the same as the senior executive bonus plan. Bonuses are based on fiscal year
performance and paid in December based on the achievement of performance objectives determined by
the Board each year as part of the senior executive bonus formula. For 2003 your bonus will be
pro-rated, based on the number of days you are employed prior to fiscal year end.



6. STOCK OPTIONS. You will be granted an Option to purchase 1,200,000 shares of the Company’s
Common Stock upon Committee approval. The option will have an exercise price equal to the fair
market value of the Company’s Common Stock on the grant date. These options shall vest 25% on July
15, 2004 and 25% on July 15 of each of the next 3 years. The options will have a ten-year term.
The remaining terms of the grant will be governed by the terms of the Company’s Stock Option Plan
and the standard form option agreement.



7. “MAKE WHOLE” COMPENSATION. Company recognizes that you would be foregoing a substantial amount
of unvested “in the money” stock option value by leaving your present employer to join Applied
Materials. This amount is estimated to be approximately $3,000,000. In an effort to address this
issue we will provide you with a Restricted Stock Grant of 300,000 shares of the Company’s Common
Stock vesting 50% on October 1, 2003 and 50% on October 1, 2004.



8. BENEFITS. You will be entitled to participate in all employee benefit plans or programs of the
Company, generally available to any of its senior level executive employees. Details of these
programs will be provided separately. You will also be eligible for relocation benefits in
accordance with Company policy and applicable laws.




 









 







9. TERMINATION COMPENSATION. For termination other than for cause you will receive a lump sum
payment equal to 275% of your then-current annual base salary. Any payments that become due under
the prior sentence shall be subject to applicable tax withholdings and, except as provided in
Section 10, shall be paid within thirty (30) days of your termination of employment. In the event
of a termination described in this Section 9, the vesting of all of your outstanding stock options
will accelerate and become exercisable with respect to the number of shares that would have vested
had you remained an employee through the one year anniversary date of your termination of
employment.



10. SECTION 409A.




     (a) Notwithstanding anything to the contrary herein, no Deferred Compensation Separation
Benefits (as defined below) will become payable under this Agreement until you have a “separation
from service” within the meaning of Section 409A. Further, if you are a “specified employee” within
the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the
time of your separation from service (other than due to death), and the severance payable to you
under Section 9, when considered together with any other severance payments or separation benefits,
are considered deferred compensation under Section 409A (together, the “Deferred Compensation
Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise
payable within the first six (6) months following your separation from service, will become payable
on the first payroll date that occurs on or after the date six (6) months and one (1) day following
the date of your termination of employment (or such later date as is required to avoid the
imposition of additional tax under Section 409A). All subsequent Deferred Compensation Separation
Benefits, if any, will be payable in accordance with the payment schedule applicable to each
payment or benefit. Notwithstanding the foregoing, if you following your termination but prior to
the payment of any amounts delayed under this Section, then any payments delayed in accordance with
this Section will be payable in a lump sum as soon as administratively practicable after the date
of your death and all other Deferred Compensation Separation Benefits will be payable in accordance
with the payment schedule applicable to each payment or benefit. Each payment and benefit payable
under this Agreement is intended to constitute separate payments for purposes of Section
1.409A-2(b)(2) of the Treasury Regulations.



     (b) Any amount paid under the Term Sheet that satisfies the requirements of the “short-term
deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute
Deferred Compensation Separation Benefits for purposes of Section 10(a) above.



     (c) Any amount paid under the Term Sheet that qualifies as a payment made as a result of an
involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Compensation
Separation Benefits for purposes of Section 10(a) above. For purposes of this Section,
“Section 409A Limit” will mean the lesser of



 









 










two (2) times: (A) your annualized compensation based upon the annual rate of pay paid to you
during the Company’s taxable year preceding the Company’s taxable year of your termination of
employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal
Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken
into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in
which your employment is terminated.



     (d) The foregoing provisions are intended to comply with the requirements of Section 409A so
that none of the severance payments and benefits to be provided hereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. The Company and Executive agree to work together in good faith to consider amendments to
this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to
avoid imposition of any additional tax or income recognition prior to actual payment to Executive
under Section 409A.


If the provisions covered by this term sheet are acceptable, please indicate your acceptance by
signing and dating this document. The Human Resources and Compensation Committee will review for
approval as soon as possible.




	 	 	 	 	 	 
	 

	 	 		For: 	 Applied Materials, Inc.
	 
	 	 		 	 
	 

	 	 		By: 	
	 

	 	 		 	 
	 
	 	 		 	 
	Accepted:

	 	 		Date: 	 December 8, 2008
	 

	 	 		 	 
	 
	 	 		 	 
	Date:

	 	December 8, 2008