exv10w53






Exhibit 10.53




APPLIED MATERIALS, INC.




SENIOR EXECUTIVE BONUS PLAN




(September 16, 2008 Restatement)




SECTION 1

ESTABLISHMENT AND PURPOSE




     1.1 Purpose. Applied Materials, Inc. having established the Applied Materials, Inc.
Senior Executive Bonus Plan (the “Plan”) effective as of September 23, 1994, and having
subsequently amended and restated the Plan, hereby amends and restates the Plan effective as of
September 16, 2008, as follows. The Plan is intended to increase shareholder value and the success
of the Company by motivating key executives (a) to perform to the best of their abilities, and
(b) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing such
executives with incentive awards based on the achievement of goals relating to the performance of
the Company and its individual business units. The Plan is intended to permit the payment of
bonuses that qualify as performance-based compensation under Code Section 162(m).



     1.2 Effective Date. The Plan is subject to the approval of a majority of the shares
of the Company’s common stock that are present in person or by proxy and entitled to vote at the
2007 Annual Meeting of Stockholders.



SECTION 2

DEFINITIONS




     The following words and phrases shall have the following meanings unless a different meaning
is plainly required by the context:



     2.1 “Actual Award” means as to any Performance Period, the actual (if any) payable to
a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula
for the Performance Period, subject to the Committee’s authority under Section 3.5 to reduce the
award otherwise determined by the Payout Formula.



     2.2 “Affiliate” means any corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by the Company.



     2.3 “Base Salary” means as to any Performance Period, 100% of the Participant’s
annualized salary rate on the last day of the Performance Period. Such Base Salary shall be before
both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to
Company-sponsored plans.



     2.4 “Board” means the Company’s Board of Directors.



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     2.5 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder shall include such section or regulation, any
valid regulation promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or regulation.



     2.6 “Committee” means the committee appointed by the Board (pursuant to Section 5.1)
to administer the Plan. The Committee shall consist of no fewer than two (2) members of the Board.



     2.7 “Company” means Applied Materials, Inc., a Delaware corporation.



     2.8 “Customer Satisfaction MBOs” means as to any Participant for any Performance
Period, the objective and measurable individual goals set by a “management by objectives” process
and approved by the Committee, which goals relate to the satisfaction of external or internal
customer requirements and/or ratings.



     2.9 “Determination Date” means the latest possible date that will not jeopardize a
Target Award or Actual Award’s qualification as performance-based compensation under Section 162(m)
of the Code.



     2.10 “Disability” means a permanent and total disability determined in accordance with
standards adopted by the Committee from time to time.



     2.11 “Earnings Per Share” means as to any Performance Period, Net Income, divided by a
weighted average number of common shares outstanding and dilutive common equivalent shares deemed
outstanding.



     2.12 “Fiscal Year” means the fiscal year of the Company.



     2.13 “Individual MBOs” means as to a Participant for any Performance Period, the
objective and measurable goals set by a “management by objectives” process and approved by the
Committee, in its discretion.



     2.14 “Market Share” means as to any Performance Period, the Company’s or a business
unit’s percentage of a market segment with respect to a product.



     2.15 “Maximum Award” means as to any Participant for any Performance Period, $5
million. The Maximum Award is the maximum amount which may be paid to a Participant for any
Performance Period.



     2.16 “Net Income” means as to any Performance Period, the income after taxes for the
Performance Period determined in accordance with generally accepted accounting principles.



     2.17 “New Orders” means as to any Performance Period, the firm orders for a system,
product, part, or service that are being recorded for the first time as defined in the Company’s
Order Recognition Policy.



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     2.18 “Operating Profit” means as to any Performance Period, the difference between
revenue and related costs and expenses, excluding income derived from sources other than regular
activities and before income deductions.



     2.19 “Participant” means as to any Performance Period, an officer of the Company or of
an Affiliate who has been selected by the Committee for participation in the Plan for that
Performance Period.



     2.20 “Payout Formula” means as to any Performance Period, the formula or payout matrix
established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards, if
any, to be paid to Participants. The formula or matrix may differ from Participant to Participant.



     2.21 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the
Committee, in its discretion, to be applicable to a Participant for a Performance Period. As
determined by the Committee, the Performance Goals applicable to each Participant shall provide for
a targeted level or levels of achievement using one or more of the following measures:
(a) Revenue, (b) Customer Satisfaction MBOs, (c) Earnings Per Share, (d) Individual MBOs, (e)
Market Share, (f) Net Income, (g) New Orders, (h) Operating Profit, (i) Return on Designated
Assets, (j) Return on Equity, (k) Return on Sales, and (l) Total Shareholder Return. Any criteria
used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms, including, but
not limited to, the passage of time and/or against other companies or financial metrics, (iii) on a
per share and/or share per capita basis, (iv) against the performance of the Company as a whole or
against particular segments or products of the Company and/or (v) on a pre-tax or after-tax basis.
Prior to the Determination Date, the Committee shall determine whether any element(s) (for example,
but not by way of limitation, the effect of mergers or acquisitions) shall be included in or
excluded from the calculation of any Performance Goal with respect to any Participants, whether or
not such determinations result in any Performance Goal being measured on a basis other than
generally accepted accounting principles.



     2.22 “Performance Period” means any Fiscal Year or such other period longer than a
Fiscal Year but not in excess of three Fiscal Years, as determined by the Committee in its sole
discretion. With respect to any Participant, there shall exist no more than four (4) Performance
Periods at any one time.



     2.23 “Retirement” means, with respect to any Participant, a termination of his or her
employment with the Company and all Affiliates pursuant to any mandatory executive retirement
program adopted by the Company.



     2.24 “Return on Designated Assets” means as to any Performance Period, Net Income
divided by the average of beginning and ending designated Company or business unit assets.



     2.25 “Return on Equity” means as to any Performance Period, the percentage equal to
Net Income divided by average stockholder’s equity, determined in accordance with generally
accepted accounting principles.



     2.26 “Return on Sales” means as to any Performance Period, the percentage equal to Net
Income, divided by Revenue.



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     2.27 “Revenue” means net sales for the Performance Period, determined in accordance
with generally accepted accounting principles.



     2.28 “Target Award” means the target award payable under the Plan to a Participant for
the Performance Period, expressed as a percentage of his or her Base Salary, as determined by the
Committee in accordance with Section 3.3.



     2.29 “Total Shareholder Return” means as to any Performance Period, the total return
(change in share price plus reinvestment of any dividends) of a share of the Company’s common
stock.



SECTION 3

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS




     3.1 Selection of Participants. On or prior to the Determination Date, the Committee,
in its sole discretion, shall select the officers of the Company who shall be Participants for the
Performance Period. The Committee, in its sole discretion, also may designate as Participants one
or more individuals (by name or position) who are expected to become officers during a Performance
Period. Participation in the Plan is in the sole discretion of the Committee, and on a Performance
Period by Performance Period basis. Accordingly, an officer who is a Participant for a given
Performance Period in no way is guaranteed or assured of being selected for participation in any
subsequent Performance Period or Periods.



     3.2 Determination of Performance Goals. On or prior to the Determination Date, the
Committee, in its sole discretion, shall establish the Performance Goals for each Participant for
the Performance Period. Such Performance Goals shall be set forth in writing.



     3.3 Determination of Target Awards. On or prior to the Determination Date, the
Committee, in its sole discretion, shall establish a Target Award for each Participant. Each
Participant’s Target Award shall be determined by the Committee in its sole discretion, and each
Target Award shall be set forth in writing.



     3.4 Determination of Payout Formula or Formulae. On or prior to the Determination
Date, the Committee, in its sole discretion, shall establish a Payout Formula or Formulae for
purposes of determining the Actual Award, if any, payable to each Participant. Each Payout Formula
shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance
Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the
Performance Period are achieved, and (d) provide for an Actual Award greater than or less than the
Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls
below the Performance Goals. Notwithstanding the preceding, no Participant’s Actual Award under
the Plan may exceed his or her Maximum Award.



     3.5 Determination of Actual Awards. After the end of each Performance Period, the
Committee shall certify in writing (for example, in its meeting minutes) the extent to which the
Performance Goals applicable to each Participant for the Performance Period were achieved or
exceeded, as determined by the Committee. The Actual Award for each Participant shall be



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determined by applying the Payout Formula to the level of actual performance that has been
certified by the Committee. Notwithstanding any contrary provision of the Plan, (a) the Committee,
in its sole discretion, may eliminate or reduce the Actual Award payable to any Participant below
that which otherwise would be payable under the Payout Formula, and (b) if a Participant terminates
employment with the Company prior to the end of a Performance Period for a reason other than
Retirement, Disability or death, he or she shall not be entitled to the payment of an Actual Award
for the Performance Period.



SECTION 4

PAYMENT OF AWARDS




     4.1 Right to Receive Payment. Each Actual Award that may become payable under the
Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be
construed to create a trust or to establish or evidence any Participant’s claim of any right other
than as an unsecured general creditor with respect to any payment to which he or she may be
entitled.



     4.2 Timing of Payment. Payment of each Actual Award shall be made after the end of
the Performance Period during which the Actual Award was earned but no later than the fifteen
(15th) day of the third (3rd) month after the end of the Fiscal Year in which
such Performance Period ended. In addition, if the relevant Performance Period exceeds one Fiscal
Year, the payment of each Actual Award for such Performance Period shall be made within the time
period set forth in the prior sentence, but in all events after the end of the Performance Period
but on or before December 31 of the calendar year in which the Performance Period ends. Each
payment and benefit payable under this Plan is intended to constitute separate payments for
purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.



     4.3 Form of Payment. Each Actual Award normally shall be paid in cash (or its
equivalent) in a single lump sum. However, the Committee, in its sole discretion, may declare any
Actual Award, in whole or in part, payable in restricted stock granted under the Company’s Employee
Stock Incentive Plan. The number of shares granted shall be determined by dividing the cash amount
foregone by the fair market value of a share on the date that the cash payment otherwise would have
been made. For this purpose, “fair market value” shall mean the closing price on the
NASDAQ/National Market for the day in question. Any restricted stock so awarded shall vest over a
period of not more than four years, subject to acceleration for termination of employment due to
death, Disability, or Retirement.



     4.4 Payment in the Event of Death. If a Participant dies prior to the payment of an
Actual Award earned by him or her prior to death for a prior Performance Period, the Actual Award
shall be paid to his or her estate.



SECTION 5

ADMINISTRATION




     5.1 Committee is the Administrator. The Plan shall be administered by the Committee.
The Committee shall consist of not less than two (2) members of the Board. The members of the
Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each



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member of the Committee shall qualify as an “outside director” under Section 162(m) of the
Code. If it is later determined that one or more members of the Committee do not so qualify,
actions taken by the Committee prior to such determination shall be valid despite such failure to
qualify. Any member of the Committee may resign at any time by notice in writing mailed or
delivered to the Secretary of the Company. As of the Effective Date of the Plan, the Plan shall be
administered by the Human Resources and Compensation Committee of the Board.



     5.2 Committee Authority. It shall be the duty of the Committee to administer the Plan
in accordance with the Plan’s provisions. The Committee shall have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation, including, but not
limited to, the power to (a) determine which officers shall be granted awards, (b) prescribe the
terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures
and subplans as are necessary or appropriate to permit participation in the Plan by officers who
are foreign nationals or employed outside of the United States, (e) adopt rules for the
administration, interpretation and application of the Plan as are consistent therewith, and
(f) interpret, amend or revoke any such rules.



     5.3 Decisions Binding. All determinations and decisions made by the Committee, the
Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.



     5.4 Delegation by the Committee. The Committee, in its sole discretion and on such
terms and conditions as it may provide, may delegate all or part of its authority and powers under
the Plan to one or more directors and/or officers of the Company; provided, however, that the
Committee may not delegate its authority and/or powers with respect to awards that are intended to
qualify as performance-based compensation under Section 162(m) of the Code.



     5.5 Tax Withholding. The Company shall withhold all applicable taxes from any
payment, including any federal, FICA, state, and local taxes.



SECTION 6

GENERAL PROVISIONS




     6.1 No Effect on Employment. Nothing in the Plan shall interfere with or limit in any
way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s
employment or service at any time, with or without cause. For purposes of the Plan, transfer of
employment of a Participant between the Company and any one of its Affiliates (or between
Affiliates) shall not be deemed a termination of employment. Employment with the Company and its
Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be
exercised at any time and without regard to when during or after a Performance Period such exercise
occurs, to terminate any individual’s employment with or without cause, and to treat him or her
without regard to the effect which such treatment might have upon him or her as a Participant.



     6.2 Participation. No Employee shall have the right to be selected to receive an
award under this Plan, or, having been so selected, to be selected to receive a future award.



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     6.3 Indemnification. Each person who is or shall have been a member of the Committee,
or of the Board, shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or failure to act under
the Plan or any award, and (b) from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or
under any power that the Company may have to indemnify them or hold them harmless.



     6.4 Successors. All obligations of the Company and any Affiliate under the Plan, with
respect to awards granted hereunder, shall be binding on any successor to the Company and/or such
Affiliate, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business or assets of the
Company or such Affiliate.



     6.5 Nonassignability. A Participant shall have no right to assign or transfer any
interest under this Plan.



     6.6 Nontransferability of Awards. No award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution. All rights with respect to an award granted to a Participant
shall be available during his or her lifetime only to the Participant.



     6.7 Deferrals. The Committee, in its sole discretion, may permit a Participant to
defer receipt of the payment of cash that would otherwise be delivered to a Participant under the
Plan. Any such deferral elections shall be subject to such rules and procedures as shall be
determined by the Committee in its sole discretion.



     6.8 Governing Law. The Plan and all award agreements shall be construed in accordance
with and governed by the laws of the State of California, excluding its conflicts of laws
provisions.



SECTION 7

AMENDMENT AND TERMINATION




     7.1 Amendment and Termination. The Board may amend or terminate the Plan at any time
and for any reason; provided, however, that if and to the extent required to ensure the Plan’s
qualification under Code Section 162(m), any such amendment shall be subject to stockholder
approval.




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