exv10w148






Exhibit 10.148




Executed Version




Amendment to Employment Agreement




     This Amendment to Employment Agreement (the “Agreement”) is entered into effective
this 17th day of December 2008 (the “Effective Date”), by and between Lam Research
Corporation, a Delaware corporation (the “Company”), and Stephen G. Newberry (the “Executive”).



Recitals




          Whereas, the Executive and the Company (the “Parties”) previously entered into an
employment agreement dated January 1, 2003 (the “Employment Agreement”); and




          Whereas, in order to address certain potential adverse tax consequences that may
arise under Section 409A of the Internal Revenue Code of 1986, as amended, the Parties desire to
amend the Employment Agreement.




          Now, Therefore, in consideration of the promises and mutual covenants herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:




          1. Amendment to Section 6(a)(2)(A). Section 6(a)(2)(A) of the Employment Agreement is
deleted in its entirety and replaced with the following:





     “Involuntary Termination Severance Benefits. (A) Executive shall be entitled to
a lump sum payment equal to fifteen (15) months of salary within 10 days following
the effective date of termination. Executive shall be entitled to receive within 10
days following the effective date of termination any bonus earned prior to the
effective date of termination.”



          2. Amendment to Section 7(c). Section 7(c) of the Employment Agreement is deleted in
its entirety and replaced with the following:




               “(c) Involuntary Termination. “Involuntary Termination” shall mean:




	 	(i)	 	the continued assignment to the
Executive of any duties or the continued significant change in
the Executive’s duties, either of which is substantially
inconsistent with the Executive’s duties immediately prior to
such assignment or change for a period of thirty (30) days after
notice thereof from the Executive to the Board setting forth in
reasonable detail the respects in which Executive believes such
assignments or duties are significantly inconsistent with the
Executive’s prior duties;
	 
	 	(ii)	 	a material reduction in the
Executive’s Base Compensation, other than any such reduction
which is part of, and generally consistent with, a general
reduction of officer salaries;




 









 






	 	(iii)	 	a material reduction by the
Company in the kind or level of employee benefits (other than
salary) to which the Executive is entitled immediately prior to
such reduction with the result that the Executive’s overall
benefits package (other than salary) is substantially reduced
(other than any such reduction applicable to officers of the
Company generally);
	 
	 	(iv)	 	the relocation of the Company’s
principal executive office to a location more than fifty (50)
miles from its present location but only if the Executive is
required to change his principal place of employment to such
newlocation;
	 
	 	(v)	 	any termination of the
Executive’s employment by the Company other than for Cause,
Disability or death;
	 
	 	(vi)	 	the failure of the Company to
obtain the assumption of this Agreement by any successors
contemplated in Section 8 below; or
	 
	 	(vii)	 	any material breach by the
Company of any material provision of this Agreement;






provided, that none of the foregoing shall constitute Involuntary
Termination to the extent the Executive has agreed thereto; and provided,
further, that the foregoing shall constitute Involuntary Termination only if
and to the extent that (i) within 90 days of the occurrence of the events
giving rise to an Involuntary Termination, the Executive provides written
notice to the Company setting forth in reasonable detail such facts which
Executive believes constitute Involuntary Termination and (ii) any
circumstances constituting Involuntary Termination remain uncured for a
period of thirty (30) days following the Company’s receipt of such written
notice.”




          3. Amendment to Section 4. The following text is incorporated into the Employment
Agreement as new Section 15:




               “15. Compliance with Section 409A of the Code. Notwithstanding anything herein to
the contrary, (i) if at the time of Executive’s termination of employment with the Company,
Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of
the commencement of any payments or benefits otherwise payable hereunder as a result of such
termination of employment is necessary in order to prevent any accelerated or additional tax
under Section 409A of the Code, then the Company will defer the commencement of the payment of
any such payments or benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to Executive) until the date that is six months following
Executive’s termination of employment with the Company (or the earliest date as is permitted
under Section 409A of the Code) and (ii) if any other



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payments or other benefits due to Executive hereunder could cause the application of an
accelerated or additional tax under Section 409A of the Code, such payments or other benefits
shall be deferred if deferral will make such payment or other benefits compliant under Section
409A of the Code, or otherwise such payment or other benefits shall be restructured, to the
extent possible, in a manner, determined by the Company, that does not cause such an accelerated
or additional tax. The Company shall consult with Executive in good faith regarding the
implementation of this Section 15; provided, that neither the Company nor any of its employees
or representatives shall have any liability to Executive with respect thereto. For purposes of
Section 409A of the Code, the right to a series of installment payments under this Agreement
shall be treated as a right to a series of separate payments. Notwithstanding anything to the
contrary herein and solely with respect to the payment of amounts or benefits that are
nonqualified deferred compensation subject to Section 409A of the Code, a termination of
employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of such amounts or benefits upon or following a termination of
employment unless such termination is also a “Separation from Service” within the meaning of
Section 409A of the Code and, for purposes of any such provision of this Agreement, references
to a “resignation,” “termination,” “termination of employment” or like terms shall mean
Separation of Service. Notwithstanding anything to the contrary herein, except to the extent
any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not
constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (A) the
amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during
any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind
benefits provided to Executive in any other calendar year, (B) the reimbursements for expenses
for which Executive is entitled to be reimbursed shall be made on or before the last day of the
calendar year following the calendar year in which the applicable expense is incurred, and (C)
the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for
any other benefit.”




               4. Affirmation. Except as amended hereby, the Employment Agreement remains in full
force and effect and is reaffirmed and ratified in its entirety hereby.




               5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to conflicts of laws provisions
thereof.




               6. Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



[continued on the next page]




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               7. Entire Agreement and Modification. This Agreement contains the entire agreement
between the parties concerning the subject matter hereof and supersedes all prior agreements
between the parties with respect thereto. This Agreement may not be amended except by a written
agreement executed by each party.



                    IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the day and
year first written above.




	 	 	 	 	 	 	 
	 	 	Lam Research Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sarah A. O’Dowd
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Sarah A. O’Dowd	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Group Vice President and Chief Legal Officer	 	 






/s/ Stephen G. Newberry                              

Stephen G. Newberry





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