exv10w49






Exhibit 10.49



THIS DEED OF AMENDMENT is made the 7th day of February 2006 BETWEEN APPLIED MATERIALS
IRELAND LIMITED whose registered office is situated at 1 Gardner House, Wilton Place, Dublin 2
(hereinafter called “the Company”) of the one part AND MERCER TRUSTEES LIMITED whose registered
office is situated at Oyster Point, Temple Road, Blackrock, Co. Dublin (hereinafter called “the
Trustees”) of the other part.



WHEREAS :





	(A)	 	This Deed is supplemental to:






	 	(i)	 	a resolution of the Board of Directors of the Company passed on the 31st
day of May 1996 and a Trust Deed dated the 3rd day of July 1996 (hereinafter called
“the Deed”) with rules scheduled thereto (hereinafter called “the Rules”) whereby the
the Company established ‘The Applied Materials Profit Sharing Scheme’ (hereinafter
called “the Scheme”) as an employees’ share scheme for approval by the Revenue
Commissioners in accordance with Chapter 1 of Part 17 and Schedule 11 of the Taxes
Consolidation Act, 1997 and;
	 
	 	(ii)	 	Deed of Amendment of even date whereby Clause 20 of the Deed was amended.






	(B)	 	The Trustees are the present trustees of the Scheme.
	 
	(C)	 	It is provided in Clause 20 of the Deed that the Company may with the consent of the Trustees
modify, alter, amend or extend all or any of the provisions of the Deed and/or the Rules.
	 
	(D)	 	The Company with the consent of the Trustees is desirous of amending the Deed and the Rules
as hereinafter provided.





 









 





NOW THIS DEED WITNESSETH as follows:-



The Company in pursuance of the aforesaid desire and in exercise of the power for this purpose
conferred upon it by the Deed and of every and any other power enabling it in this behalf and with
the consent of the Trustees HEREBY AMENDS the Deed and the Rules as follows:





	 	1.	 	With effect from the 1st day of December 2004 the definition of Eligible Employee in
Rule 1 of the Rules shall be deleted and replaced with the following:
	 
	 	 	 	“Eligible Employee” at any Cut-Off Date any person who






	 	(i) (A)	 	is or has been for at least 6 months ending on the preceding Cut-Off
Date an employee or full-time director of the Company; and






	 	   (B)	 	is chargeable to tax under Schedule E in respect of that office or
employment;






	 	    (ii)     	 	is any other employee of a Participating Company including a Director who
has a contract of employment with such a Participating Company and has been nominated
by the Directors for participation in the Scheme;






	 	 	 	Provided that such person is not ineligible to become a participant by virtue of the
provisions of Part 4, Schedule 11 of the Act.




IN WITNESS WHEREOF this Deed was duly executed by the parties hereto the day and year first above
written.




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PRESENT when the Common Seal

of APPLIED MATERIALS IRELAND LIMITED

was affixed hereto:




	 	 	 
	/s/ Linda Richardson
 


	 	Director
	 
	 	 
	/s/ Brent Gammon
 


	 	Director/Secretary






PRESENT when the Common Seal

of MERCER TRUSTEES LIMITED

was affixed hereto:




	 	 	 
	/s/ Patrick Burke
 


	 	Director
	 
	 	 
	/s/ Tom Molloy
 


	 	Director







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Dated this 7th day of February 2006



APPLIED MATERIALS IRELAND LIMITED




one part



MERCER TRUSTEES LIMITED




other part



DEED OF AMENDMENT



THE APPLIED MATERIALS PROFIT SHARING SCHEME