exv10w52






Exhibit 10.52




Applied Materials, Inc.

Compensation of Non-Employee Directors




     Retainer and Meeting Fees



     Directors who are employees of Applied Materials, Inc. (“Applied”) do not receive any
additional compensation for their services as directors.



     On September 16, 2008, the Human Resources and Compensation Committee (the “Committee”) of
Applied’s Board of Directors (the “Board”) approved changes to the compensation of Applied’s
non-employee directors, effective fiscal year 2009, which began on October 27, 2008. In addition,
on December 8, 2008, the Committee approved a temporary ten percent reduction in the annual cash
retainer payable to non-employee directors.



     Cash compensation to be paid to non-employee members of the Board is set forth in the table
below.



	 	 	 	 	 
	Annual Retainer(1)
	 	$	58,500	 
	 
	 	 	 	 
	Annual Retainer for Committee Chairs and Lead Independent
Director(2):
	 	 	 	 
	Audit Committee
	 	$	78,500	 
	Corporate Governance and Nominating Committee
	 	$	68,500	 
	Human Resources and Compensation Committee
	 	$	73,500	 
	Strategy Committee
	 	$	68,500	 
	Lead Independent Director
	 	$	73,500	 
	 
	 	 	 	 
	Fee per Board Meeting
	 	$	0	 
	 
	 	 	 	 
	Fee per Committee Meeting
	 	$	2,000	 








 




			
	(1)	 	A director receives this annual retainer unless he or she is the (a) Chair of the Audit,
Corporate Governance and Nominating, Human Resources and Compensation, or Strategy Committee,
or (b) Lead Independent Director.
	 
	(2)	 	If a director holds more than one committee chair, or is the Lead Independent Director and a
chair of a committee, he or she will receive only the annual retainer for the single
highest-paying position held.





 









 





     In addition to the retainer and meeting fees, non-employee directors are reimbursed for travel
and other reasonable out-of-pocket expenses related to attendance at Board and committee meetings.



     Equity Compensation



     Nonemployee Director Share Purchase Plan. Under the Nonemployee Director Share Purchase
Plan, non-employee directors annually may elect to receive Applied common stock in lieu of
retainers and/or meeting fees that otherwise would be payable to them in cash for their service on
the Board. If directors make this election, quarterly retainers otherwise payable in cash will be
converted into Applied common stock based on the fair market value on the day of the
regularly-scheduled quarterly meeting of the Board (or on the final day of a meeting that takes
place over multiple days). Meeting fees otherwise payable in cash will be converted into Applied
common stock based on the fair market value on the day of the Board or committee meeting (or on the
final day of a meeting that takes place over multiple days). Shares issued to participating
directors will be fully vested and taxable.



     Restricted Stock Units. Non-employee directors participate in one equity compensation plan,
Applied’s Employee Stock Incentive Plan, which provides for the following automatic grants of
performance shares (also called “restricted stock units”) to each of Applied’s non-employee
directors, effective beginning fiscal year 2009, which began on October 27, 2008:




	 	•	 	a grant made on the day of the annual meeting of Applied’s stockholders of
performance shares equal to $200,000 divided by the fair market value of a share of
Applied’s common stock on the date of grant (the “Annual Grant”); and
	 
	 	•	 	an initial grant made upon a non-employee director’s appointment or election to the
Board, which grant is a pro-rated Annual Grant that reflects the period starting with
the day of a non-employee director’s initial appointment or election and ending on the
day of the annual meeting of Applied’s stockholders (the “Initial Grant”). A
non-employee director who is elected or appointed on the day of the annual meeting of
Applied’s stockholders will not receive an initial grant but instead will receive an
Annual Grant.





     The Board and the Committee may change the number of performance shares granted in the future.
Annual Grants to non-employee directors are scheduled to vest in four equal, annual installments
beginning on March 1 of the year following the year in which the date of grant occurs. Initial
Grants are scheduled to vest in equal installments on each of the first four (4) annual
anniversaries of the grant date. Applied also generally will provide for continuation or
acceleration of vesting upon a non-employee director’s retirement, disability and death. In
addition, in order to encourage long-term ownership of Applied’s common stock, Applied will allow
non-employee directors to defer the receipt of shares they would otherwise receive upon vesting of
the performance shares.