exv10w72






Exhibit 10.72




[EMPL_NAME]

Employee ID: [EMPLID]

Grant Number: [GRANT_ID]




APPLIED MATERIALS, INC.




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 Restricted Stock Agreement (the “Agreement”) is [GRANT_DT] (the “Grant Date”). Subject to
the provisions of Appendix A (attached) which constitutes part of this Agreement, and of the Plan,
the principal features of this grant are as follows:



	 	 	 	 	 

	Number of Shares of Restricted Stock:
[Number]

	 	Purchase Price per Share:
	 	US $0.01
	 
	 	 	 	 
	Scheduled Vesting Dates/Period of Restriction:

	 	Number of Shares:
	 	[MAX_SHARES]
	 
	 	 	 	 
	[VESTING SCHEDULE and/or 
PERFORMANCE VESTING
CONDITIONS]*

	 	[Number]	 	 








 




			
	*	 	Except as otherwise provided as otherwise provided in Appendix A, the
Employee will not vest in the Shares of Restricted Stock unless he is employed by the Company or
one of its Affiliates through the applicable vesting date.





IMPORTANT:




     Your electronic or written signature below indicates your agreement to purchase the Shares
and your understanding that this grant is subject to all of the terms and conditions contained in
Appendix A 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 Appendix A. PLEASE
BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS SPECIFIC TERMS AND CONDITIONS OF THIS GRANT.



EMPLOYEE




                                                            




[NAME]




Date: ___________, 20__








 









 







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).
Please sign a paper copy of the Agreement and deliver it to Stock Programs.









 









 








APPENDIX A




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 will be deemed paid by the Employee by past services rendered by the Employee and
will be subject to the appropriate tax withholdings. Only whole shares will 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, 5 and
10, and subject to paragraph 6, the Shares awarded by this Agreement will vest in accordance with
the vesting provisions set forth on the first page of this Agreement. 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 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 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 first page of this Agreement 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 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 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 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 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)
will be limited to the extent required to comply with applicable law. If the Employee is subject to
Hong Kong’s ORSO provisions, this paragraph 4(b) will 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 and except in
the event of Employee’s death (see paragraph 4(b)), the balance of the Shares that have not vested
at the time of the 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 will 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



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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, 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. [To be included for Awards subject to
performance-based vesting: Notwithstanding anything to the contrary in the Plan or this Agreement,
the Board, in its sole discretion, may require the Employee to forfeit, return or reimburse the
Company all or a portion of the Shares in accordance with paragraph 15 of the Agreement.]




     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 social insurance liabilities
with respect to which the Employee has agreed to bear responsibility (together, 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 for any value of the Shares withheld in excess of the Tax
Obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole
discretion, may require the Employee to make alternate arrangements satisfactory to the Company for
such withholdings or remittances in advance of the arising of any remittance obligations to which
the Employee has agreed or any withholding obligations.



     Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and
until satisfactory arrangements (as determined by the Company) will have been made by the Employee
with respect to the payment of any income and other taxes which 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 salary
or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax
Obligations that the Company determines cannot be satisfied through the withholding of otherwise
deliverable Shares or that are due prior to the issuance of Shares under the Restricted Stock
award. All Tax Obligations related to the Restricted Stock award and any Shares delivered in
payment thereof are the sole responsibility of the Employee. Further, the Employee shall be bound
by any additional withholding requirements included in the Notice of Grant of this Agreement.



     8. Rights as Stockholder. Neither the Employee nor any person claiming under or
through the Employee will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until such Shares will have been issued
(which may be in certificate or book entry form), recorded on the records of the Company or its
transfer agents or registrars, and delivered (including through electronic delivery to a brokerage
account) to the Employee or the Escrow Agent. Except as provided in paragraph 10, after such



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issuance, recordation and delivery, the Employee will have all the rights of a stockholder of
the Company with respect to voting such Shares. Notwithstanding any contrary provisions in this
Agreement, any quarterly or other regular, periodic dividends (as determined by the Company) paid
on unvested Shares will be forfeited by the Employee and automatically returned to the Company.
The Company will be entitled to receive any dividends and/or distributions on any Shares held by
the Escrow Agent until such Shares have vested in the manner set forth in paragraphs 3 through 5 or
paragraph 10.




     9. No Effect on Employment. Subject to any employment contract with the Employee, the
terms of such employment will be determined from time to time by the Company, or the Affiliate
employing the Employee, as the case may be, and the Company, or the Affiliate employing the
Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate
or change the terms of the employment of the Employee at any time for any reason whatsoever, with
or without good cause. The transactions contemplated hereunder and the vesting schedule set forth
on the first page of this Agreement do not constitute an express or implied promise of continued
employment for any period of time. A leave of absence or an interruption in service (including an
interruption during military service) authorized or acknowledged by the Company or the Affiliate
employing the Employee, as the case may be, will not be deemed a Termination of Service for the
purposes of this Agreement.



     10. Changes in Shares. In the event that as a result of a stock or extraordinary cash
dividend, stock split, distribution, reclassification, recapitalization, combination of shares or
the adjustment in capital stock of the Company or otherwise, or as a result of a merger,
consolidation, spin-off or other corporate transaction or event, the Shares will be increased,
reduced or otherwise affected, and by virtue of any such event the Employee will in his or her
capacity as owner of unvested Shares which have been awarded to him or her (the “Prior Shares”) be
entitled to new or additional or different shares of stock, cash or other securities or property
(other than rights or warrants to purchase securities); such new or additional or different shares,
cash or securities or property will thereupon be considered to be unvested Restricted Stock and
will be subject to all of the conditions and restrictions that were applicable to the Prior Shares
pursuant to this Agreement and the Plan. If the Employee receives rights or warrants with respect
to any Prior Shares, such rights or warrants may be held or exercised by the Employee, provided
that until such exercise, any such rights or warrants, and after such exercise, any shares or other
securities acquired by the exercise of such rights or warrants will be considered to be unvested
Restricted Stock and will be subject to all of the conditions and restrictions which were
applicable to the Prior Shares pursuant to the Plan and this Agreement. The Committee in its sole
discretion at any time may accelerate the vesting of all or any portion of such new or additional
shares of Restricted Stock, cash or securities, rights or warrants to purchase securities or shares
or other securities acquired by the exercise of such rights or warrants.



     11. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement will be addressed to the Company, in care of Stock Programs, at Applied Materials,
Inc., 2881 Scott Boulevard, M/S 2023, P.O. Box 58039, Santa Clara, CA 95050, or at such other
address as the Company may hereafter designate in writing.



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     12. Grant is Not Transferable. Except to the limited extent provided in this
Agreement, the unvested Shares subject to this grant and the rights and privileges conferred hereby
will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law
or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares
subject to this grant, or any right or privilege conferred hereby, or upon any attempted sale under
any execution, attachment or similar process, this grant and the rights and privileges conferred
hereby immediately will become null and void.



     13. Restrictions on Sale of Securities. The Shares issued under this Agreement will
be registered under U.S. federal securities laws and will be freely tradable upon receipt following
vesting. However, an Employee’s subsequent sale of the Shares may be subject to any market
blackout-period that may be imposed by the Company and must comply with the Company’s insider
trading policies, and any other applicable securities laws.



     14. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     15. [To be included for Awards subject to performance-based vesting: Clawback in
Connection with a Material Negative Financial Restatement. Pursuant to the Company’s clawback
policy, the Board, in its sole discretion, may require the Employee to forfeit, return or reimburse
the Company all or a portion of his or her Shares subject to this Award if (i) the Employee is or
was a Section 16 Person during the performance period applicable to the performance-based vesting
of the Shares, and (ii) the Employee deliberately engaged in “Intentional Misconduct” (as defined
below) that was determined by the Board, in its sole discretion, to be the primary cause of a
material negative restatement of a Company financial statement that was filed with the U.S.
Securities and Exchange Commission and such financial statement, as originally filed, is one of the
Company’s three (3) most recently filed annual financial statements. The portion of the Shares, if
any, that the Employee may be required to forfeit, return or reimburse will be determined by the
Board, in its sole discretion, but will be no more than the “Clawback Maximum” (as defined below).



     For purposes of this Agreement, “Clawback Maximum” means the portion of the Award that was in
excess of the Shares in which the Employee would have vested had the Company’s financial results
been calculated under the restated financial statements.



     To the extent Tax Obligations on such Shares were paid or due, such forfeiture, return or
reimbursement shall be limited to the after-tax portion of the Clawback Maximum.



     For purposes of this Agreement, “Intentional Misconduct” means the Employee’s deliberate
engagement in any one or more of the following: (a) fraud, misappropriation, embezzlement or any
other act or acts of similar gravity resulting or intended to result directly or indirectly in
substantial personal enrichment to the Employee at the expense of the Company; (b) a material
violation of a federal, state or local law or regulation applicable to the Company’s business that
has a significant negative effect on the Company’s financial results; or (c) a material breach of
the Employee’s



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fiduciary duty owed to the Company that has a significant negative effect on the Company’s
financial results; provided, however, that the Employee’s exercise of judgment or actions (or
abstention from action), and/or decision-making will not constitute Intentional Misconduct if such
judgment, action (or abstention from action) and/or decision is, in the good faith determination of
the Board, reasonable based on the facts and circumstances known to the Employee at the time of
such judgment, action (or abstention from action) and/or decision; and such judgment, action (or
abstention from action) and/or decision is in an area or situation in which (i) discretion must be
exercised by the Employee or (ii) differing views or opinions may apply.]




     16. Additional Conditions to Release from Escrow. The Company will not be required to
issue Shares hereunder (in certificate or book entry form) or release such Shares from the escrow
established pursuant to paragraph 2 prior to fulfillment of all the following conditions: (a) the
admission of such Shares to listing on all stock exchanges on which such class of stock is then
listed; (b) the completion of any registration or other qualification of such Shares under any U.S.
state or federal law or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Committee will, in its sole discretion, deem
necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or
federal governmental agency, which the Committee will, in its sole discretion, determine to be
necessary or advisable; and (d) the lapse of such reasonable period of time following the date of
grant of the Restricted Stock as the Committee may establish from time to time for reasons of
administrative convenience.



     17. Plan Governs. This Agreement is subject to all the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the Plan.



     18. Committee Authority. The Committee will have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not
limited to, the determination of whether or not any Shares have vested). All actions taken and all
interpretations and determinations made by the Committee in good faith will be final and binding
upon the Employee, the Company and all other interested persons. No member of the Committee will
be personally liable for any action, determination or interpretation made in good faith with
respect to the Plan or this Agreement.



     19. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



     20. Agreement Severable. In the event that any provision in this Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.



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     21. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Employee expressly warrants that he or
she is not accepting this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Agreement or the Plan can be made only in
an express written contract executed by a duly authorized officer of the Company.



     22. Amendment, Suspension or Termination of the Plan. By accepting this Restricted
Stock award, the Employee expressly warrants that he or she has received a Restricted Stock award
under the Plan, and has received, read and understood a description of the Plan. The Employee
understands that the Plan is discretionary in nature and may be amended, suspended or terminated by
the Company at any time.



     23. Labor Law. By accepting this Restricted Stock award, the Employee acknowledges
that: (a) the grant of this Restricted Stock is a one-time benefit which does not create any
contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of
Restricted Stock; (b) all determinations with respect to any future grants, including, but not
limited to, the times when the Restricted Stock will be granted, the number of Shares subject to
each Restricted Stock award, the Purchase Price per Share, and the time or times when Restricted
Stock will vest, shall be at the sole discretion of the Company; (c) the Employee’s participation
in the Plan is voluntary; (d) the value of this Restricted Stock is an extraordinary item of
compensation which is outside the scope of the Employee’s employment contract, if any; (e) this
Restricted Stock is not part of the Employee’s normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments; (f) the vesting of the Shares shall
cease upon termination of employment for any reason except as may otherwise be explicitly provided
in the Plan or this Agreement; (g) the future value of the underlying Shares is unknown and cannot
be predicted with certainty; (h) this Restricted Stock has been granted to the Employee in the
Employee’s status as an employee of the Company or its Affiliates; (i) any claims resulting from
this Restricted Stock will be enforceable, if at all, against the Company; and (j) there will be no
additional obligations for any Affiliate employing the Employee as a result of this Restricted
Stock.



     24. Disclosure of Employee Information. By accepting this Restricted Stock award, the
Employee consents to the collection, use and transfer of personal data as described in this
paragraph. The Employee understands that the Company and its Affiliates hold certain personal
information about him or her, including his or her name, home address and telephone number, date of
birth, social security or identity number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all awards of Restricted Stock or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his
or her favor, for the purpose of managing and administering the Plan (“Data”). The Employee further
understands that the Company and/or its Affiliates will transfer Data among themselves as necessary
for the purpose of implementation, administration and management of his or her participation in the
Plan, and that the Company and/or any of its Affiliates may each further transfer Data to any third
parties assisting the Company in the implementation, administration and management of the Plan. The
Employee



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understands that these recipients may be located in the European Economic Area, or elsewhere,
such as in the U.S. or Asia.




     The Employee authorizes the Company to receive, possess, use, retain and transfer the Data in
electronic or other form, for the purposes of implementing, administering and managing his or her
participation in the Plan, including any requisite transfer to a broker or other third party with
whom he or she may elect to deposit any Shares of stock acquired from this award of Restricted
Stock of such Data as may be required for the administration of the Plan and/or the subsequent
holding of Shares of stock on his or her behalf. The Employee understands that he or she may, at
any time, view the Data, require any necessary amendments to the Data or withdraw the consent
herein in writing by contacting the Human Resources Department and/or the Stock Programs
Administrator for the Company and/or its applicable Affiliates. The Employee understands, however,
that refusing or withdrawing the Employee’s consent may affect the Employee’s ability to
participate in the Plan. For more information on the consequences of the Employee’s refusal to
consent or withdrawal of consent, the Employee understands that he or she may contact the
Employee’s local Human Resources representative.



     25. Notice of Governing Law. This award of Restricted Stock will be governed by, and
construed in accordance with, the laws of the State of California, U.S.A., without regard to
principles of conflict of laws.



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