exv10w73





Exhibit 10.73



FRANZ JANKER




RETIREMENT AGREEMENT AND RELEASE



     This Retirement Agreement and Release (“Agreement”) is made by and between Franz Janker
(“Employee”) and Applied Materials, Inc. (the “Company”) (jointly referred to as the “Parties” or
individually referred to as a “Party”).



RECITALS



     WHEREAS, Employee is employed by the Company as its Executive Vice President, Corporate
Account Management;



     WHEREAS, Employee signed the standard Employee Agreement with the Company dated September 2,
1987 (the “Confidentiality Agreement”);



     WHEREAS, Employee’s last day of work shall be on or about July 16, 2010 (“Last Day of Work”);



     WHEREAS, Employee’s employment with the Company shall terminate on or about July 30, 2010 (the
“Termination Date”);



     WHEREAS, the Company and Employee have entered into Stock Option Agreements and Performance
Share Agreements dated November 17, 2003, December 7, 2004, December 13, 2005, January 25, 2007,
December 10, 2007, March 9, 2009 and January 19, 2010, granting Employee certain performance shares
(also called restricted stock units) and the option to purchase shares of the Company’s common
stock subject to the terms and conditions of the Company’s Employee Stock Incentive Plan and the
relevant Performance Share Agreements and Stock Option Agreements (collectively the “Stock
Agreements”); and



     WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances,
charges, actions, petitions, and demands that the Employee may have against the Company and any of
the Releasees as defined below, including, but not limited to, any and all claims arising out of,
or in any way related to Employee’s employment with, or retirement from, the Company;



     NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee
hereby agree as follows:



COVENANTS



     1. Consideration.



          a. Continuing Employment. The Company shall continue to employ Employee on an at-will
basis in his role as Executive Vice President, Corporate Account Management up to and





 









 







including the Termination Date, and shall continue to pay Employee his base salary in
accordance with the Company’s regular payroll practices up to and including the Termination Date.
Employee shall continue to comply with his Confidentiality Agreement as well as all other Company
policies. During his employment with the Company, Employee shall continue to be eligible to
participate in all benefits and incidents of employment, including the Company’s health insurance
plan, and he shall continue to accrue paid time off (PTO). In addition, Employee shall continue to
vest in stock options and performance shares on the same terms, schedule and conditions as set
forth in the Stock Agreements.




          b. Cash. The Company agrees to pay Employee a total of $1,979,314.00 as cash
severance, less applicable withholding. Provided Employee does not breach this Agreement
(including without limitation Section 12), this cash severance will be paid to Employee in three
installments as follows: (1) a lump sum cash payment of $714,657.00 (less applicable withholding)
shall be paid to Employee not later than 30 days following the Effective Date of this Agreement as
set forth in paragraph 24 below; (2) a lump sum cash payment of $550,000.00 (less applicable
withholdings) shall be paid to Employee on January 31, 2011; and (3) the final lump sum cash
payment of $714,657.00 (less applicable withholding) shall be paid to Employee on August 1, 2011.
Prior to Employee’s execution of this Agreement, Employee may elect for all or a portion of these
payments to be deferred and credited to Employee’s account(s) under the 2005 Executive Deferred
Compensation Plan (the “Deferred Compensation Plan”) in accordance with such election. In order to
be valid, such election must be properly executed in accordance with the terms of the election form
and returned to the Company prior to the date Employee executes this Agreement. Any such deferred
amount shall be credited to Employee’s applicable Deferred Compensation Plan account as of the day
on which the amount (but for the deferral) would have been paid to Employee pursuant to this
Agreement.




          c. Benefits. Employee’s health insurance benefits shall cease on July 31, 2010,
subject to Employee’s right to continue his health insurance benefits under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Employee may enroll in the
Company’s Bridge to Medicare Plan in accordance with the rules of that Plan. Except as otherwise
provided herein, Employee’s participation in all benefits and incidents of employment, including,
but not limited to, the accrual of bonuses, PTO, and vesting (including, but not limited to,
vesting of equity awards), shall cease as of the Termination Date.




          d. Equity Compensation. Each of Employee’s stock options that is vested and
outstanding on the Termination Date will remain outstanding and exercisable until the applicable
date shown on Exhibit A (or if earlier, until the date the option is exercised). Exhibit A shows a
complete and accurate list of these stock options (assuming Employee does not exercise any of such
options prior to the Termination Date). All of the remaining outstanding stock options and
performance shares granted to Employee will not be vested as of the Termination Date and will, on
the Termination Date, be forfeited to the Company at no cost to the Company. Exhibit B shows a
complete and accurate list of these awards. All of Employee’s options and performance shares will
continue to be governed by the terms and conditions of the Stock Agreements.







Page 2 of 12









 








          e. Fiscal Year 2010 Bonus. Employee shall not be eligible to receive any payment, or
partial payment thereof, with respect to any of the Company’s Fiscal Year 2010 bonus programs,
plans or other arrangements pursuant to which Employee was or may have been eligible prior to his
Termination Date.




     2. Payment of Salary. Employee acknowledges and represents that, other than the
consideration set forth in this Agreement, the Company has paid or provided all salary, wages,
bonuses, accrued vacation/PTO, housing allowances, relocation costs, interest, severance,
outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and
any and all other benefits and compensation due to Employee.



     3. Release of Claims. Employee agrees that the consideration set forth in this
Agreement represents settlement in full of all outstanding obligations owed to Employee by the
Company and its current and former officers, directors, employees, agents, investors, attorneys,
shareholders, administrators, affiliates, divisions, and subsidiaries, and predecessor and
successor corporations and assigns (collectively, the “Releasees”). Employee, on his own behalf
and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and
forever releases the Releasees from, and agrees not to sue concerning, or in any manner to
institute, prosecute or pursue, any claim, complaint, charge, duty, obligation, or cause of action
relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected,
that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or
damages that have occurred up until and including the Effective Date of this Agreement, including,
without limitation:



          a. any and all claims relating to or arising from Employee’s employment relationship with the
Company and the termination of that relationship;




          b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual
purchase of shares of stock of the Company, including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law,
and securities fraud under any state or federal law;




          c. any and all claims for wrongful discharge of employment; termination in violation of public
policy; discrimination; harassment; retaliation; breach of contract, both express and implied;
breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel;
negligent or intentional infliction of emotional distress; fraud; negligent or intentional
misrepresentation; negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence; personal injury;
assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;




          d. any and all claims for violation of any federal, state, or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the
Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the
Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age
Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee
Retirement Income Security Act of 1974; the Worker Adjustment and Retraining
Notification Act; the Family and Medical Leave Act, except as prohibited by law; the





Page 3 of 12









 







Sarbanes-Oxley Act of 2002; the California Family Rights Act; the California Labor Code, except as
prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the
California Fair Employment and Housing Act;




          e. any and all claims for violation of the federal or any state constitution;




          f. any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination;




          g. any claim for any loss, cost, damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds received by Employee as a result of
this Agreement; and




          h. any and all claims for attorneys’ fees and costs.



Employee agrees that the release set forth in this section shall be and remain in effect in all
respects as a complete general release as to the matters released. This release does not extend to
any obligations incurred under this Agreement. This release does not release claims that cannot be
released as a matter of law, including, but not limited to: (1) Employee’s right to file a charge
with, or participate in a charge by, the Equal Employment Opportunity Commission or comparable
state agency against the Company (with the understanding that any such filing or participation does
not give Employee the right to recover any monetary damages against the Company; Employee’s release
of claims herein bars Employee from recovering such monetary relief from the Company); (2) claims
under Division 3, Article 2 of the California Labor Code (which includes California Labor Code
section 2802 regarding indemnity for necessary expenditures or losses by employee); and (3) claims
prohibited from release as set forth in California Labor Code section 206.5 (specifically “any
claim or right on account of wages due, or to become due, or made as an advance on wages to be
earned, unless payment of such wages has been made”).




     4. Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is
waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967
(“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this
waiver and release does not apply to any rights or claims that may arise under the ADEA after the
Effective Date of this Agreement. Employee acknowledges that the consideration given for this
waiver and release is in addition to anything of value to which Employee was already entitled.
Employee is advised to consult with an attorney about this Agreement prior to executing
this Agreement. Employee acknowledges (a) he has twenty-one (21) days from receipt of this
Agreement to consider this Agreement; (b) he has seven (7) days after his execution of this
Agreement to revoke this Agreement; (c) this Agreement shall not be effective until after the
revocation period has expired; and (d) nothing in this Agreement prevents or precludes Employee
from challenging or seeking a determination in good faith of the validity of this waiver under the
ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless
specifically authorized by federal law. In the event Employee signs this Agreement and returns it
to the Company in less than the 21-day period identified above, Employee hereby acknowledges that
he has freely and voluntarily
chosen to waive the time period allotted for considering this Agreement. Employee
acknowledges and understands that revocation must be accomplished by a



Page 4 of 12









 




written notification to Michael R. Splinter, Chairman, President and Chief Executive Officer, that is received prior to the
Effective Date.




     5. California Civil Code Section 1542. Employee acknowledges that he has been advised
to consult with legal counsel and is familiar with the provisions of California Civil Code Section
1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.



     Employee, being aware of said code section, agrees to expressly waive any rights he may have
thereunder, as well as under any other statute or common law principles of similar effect.



     6. No Pending or Future Lawsuits. Employee represents that he has no lawsuits,
claims, or actions pending in his name, or on behalf of any other person or entity, against the
Company or any of the other Releasees. Employee also represents that he does not intend to bring
any claims on his own behalf or on behalf of any other person or entity against the Company or any
of the other Releasees.



     7. Trade Secrets and Confidential Information/Company Property. Employee reaffirms
and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically
including the provisions therein regarding nondisclosure of the Company’s trade secrets and
confidential and proprietary information. Employee’s signature below constitutes his certification
that he has returned to the Company all documents and other items provided to Employee by the
Company, developed or obtained by Employee in connection with his employment with the Company, or
otherwise belonging to the Company. Employee hereby grants consent to notification by the Company
to any new employer about Employee’s obligations under this section.



     8. No Cooperation. Employee agrees that he will not knowingly encourage, counsel, or
assist any attorneys or their clients in the presentation or prosecution of any disputes,
differences, grievances, claims, charges, or complaints by any third party against any of the
Releasees, unless under a subpoena or other court order to do so. Employee agrees both to
immediately notify the Company upon receipt of any such subpoena or court order, and to furnish,
within three (3) business days of its receipt, a copy of such subpoena or other court order to the
Company. If approached by anyone for counsel or assistance in the presentation or prosecution of
any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees,
Employee shall state no more than that he cannot provide counsel or assistance.



     9. Non-Disparagement. Employee agrees to refrain from any disparagement, defamation,
libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference
with the contracts and relationships of any of the Releasees. Employee shall direct any inquiries
by potential future employers to Mary Humiston, the Company’s Group Vice President of



Page 5 of 12









 




Global Human Resources, who shall use her best efforts to provide only the Employee’s last position and dates of
employment. The Parties further agree that each Party shall have the opportunity to review and
approve any press release or other publicly-distributed communication regarding Employee’s
departure from the Company prior to publication or release of such communication.




     10. Breach. Employee acknowledges and agrees that any material breach of this
Agreement (including Section 12) or the Confidentiality Agreement shall entitle the Company
immediately to recover and/or cease providing the consideration provided or scheduled to be
provided to Employee under Section 1 of this Agreement, unless such breach constitutes a legal
action by Employee challenging or seeking a determination in good faith of the validity of the
waiver herein under the ADEA or as otherwise provided by law. Except as provided by law, including
for a legal action by Employee challenging or seeking a determination in good faith of the validity
of the waiver herein under the ADEA, Employee shall also be responsible to the Company for all
damages incurred by the Company in (a) enforcing Employee’s obligations under this Agreement or the
Confidentiality Agreement, including the bringing of any action to recover the consideration, and
(b) defending against a claim or suit brought or pursued by Employee in violation of the terms of
this Agreement.



     11. No Admission of Liability. Employee understands and acknowledges that this
Agreement constitutes a compromise and settlement of any and all actual or potential disputed
claims by Employee. No action taken by the Company hereto, either previously or in connection with
this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any
actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or
liability whatsoever to Employee or to any third party.



     12. Non-Competition. During the period commencing on the Termination Date and ending
on July 31, 2011 (the “Non-Competition Period”), Employee shall not (other than in connection with
his employment services to the Company through the Termination Date), without the prior express
written permission of the Company’s CEO, work as an employee, officer, director, consultant,
contractor, advisor, or agent of any of the Company’s Competitors (as defined below). The
Company’s Competitors (“Competitors”) for purposes of this Agreement are the following: Novellus,
ASM International, Lam, TEL (Tokyo Electron), AMEC, KLA, Oerlikon, Ebara Technologies, Hitachi and
Varian Semiconductor.



     13. Non-Solicitation. Employee agrees that for the duration of the Non-Competition
Period, Employee shall not directly or indirectly solicit, induce, recruit or encourage any of the
Company’s employees to leave their employment at the Company.



     14. Costs. The Parties shall each bear their own costs, attorneys’ fees, and other
fees incurred in connection with the preparation, negotiation and execution of this Agreement.



     15. ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS
OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT
TO ARBITRATION IN SANTA CLARA COUNTY, CALIFORNIA, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT
ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE



Page 6 of 12









 




ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER
RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE
WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL
APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY
CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH
CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE
FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE
PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF
COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH
PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY
PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL
AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES
HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A
JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM
SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER
THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS
INCORPORATED HEREIN BY REFERENCE.




     16. Tax Consequences. The Company makes no representations or warranties with respect
to the tax consequences of the payments and any other consideration provided to Employee or made on
his behalf under the terms of this Agreement. Employee agrees and understands that he is
responsible for payment, if any, of local, state, and/or federal taxes on the payments and any
other consideration provided hereunder by the Company and any penalties or assessments thereon.
Employee further agrees to indemnify and hold the Company harmless from any claims, demands,
deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any
government agency against the Company for any amounts claimed due on account of (a) Employee’s
failure to pay or the Company’s failure to withhold, or Employee’s delayed payment of, federal or
state taxes, or (b) damages sustained by the Company by reason of any such claims, including
attorneys’ fees and costs.



     17. Authority. The Company represents and warrants that the Company’s CEO has the
authority to act on behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Agreement. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through him to bind them to
the terms and conditions of this Agreement. Each Party warrants and represents that there are
no liens or claims of lien or assignments in law or equity or otherwise of or against any of the
claims or causes of action released herein.



Page 7 of 12









 





     18. No Representations. Employee represents that he has had an opportunity to consult
with an attorney, and has carefully read and understands the scope and effect of the provisions of
this Agreement. Employee has not relied upon any representations or statements made by the Company
that are not specifically set forth in this Agreement.



     19. Severability. In the event that any provision or any portion of any provision
hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal,
unenforceable, or void, this Agreement shall continue in full force and effect without said
provision or portion of provision.



     20. Attorneys’ Fees. Except with regard to a legal action challenging or seeking a
determination in good faith of the validity of the waiver herein under the ADEA, in the event that
either Party brings an action to enforce or effect its rights under this Agreement, the prevailing
Party shall be entitled to recover its costs and expenses, including the costs of mediation,
arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with
such an action.



     21. Entire Agreement. This Agreement, the Confidentiality Agreement, and the Stock
Agreements represent the entire agreement and understanding between the Company and Employee
concerning the subject matter of this Agreement and Employee’s employment with and retirement from
the Company and the events leading thereto and associated therewith, and supersede and replace any
and all prior agreements and understandings concerning the subject matter of this Agreement and
Employee’s relationship with the Company. To the extent that there is any conflict or
inconsistency between this Agreement and the Confidentiality Agreement, this Agreement shall
govern.



     22. No Oral Modification. This Agreement may be amended only in a writing signed by
Employee and the Company’s CEO.



     23. Governing Law. This Agreement shall be governed by the laws of the State of
California, without regard to choice-of-law provisions.



     24. Effective Date. Each Party has seven (7) days after that Party signs this
Agreement to revoke it. This Agreement will become effective on the eighth day after it has been
signed by both parties, provided that it has not been revoked by either Party before that date (the
“Effective Date”).



     25. Counterparts. This Agreement may be executed in counterparts and by facsimile,
and each counterpart and facsimile shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the undersigned.



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     26. Internal Revenue Code Section 409A.



          a. Notwithstanding anything to the contrary in this Agreement, no “Deferred Compensation
Separation Benefits” (as defined below) will become payable under this Agreement until Employee has
a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and the final regulations and guidance promulgated thereunder
(“Section 409A”). Further, if Employee is a “specified employee” within the meaning of Section
409A at the time of Employee’s termination (other than due to death), and the severance payable to
Employee, if any, pursuant to this Agreement, when considered together with any other severance
payments or separation benefits, are considered deferred compensation under Section 409A (together,
the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments
that are otherwise payable within the first six (6) months following Employee’s termination of
employment will become payable on the first payroll date that occurs on or after the date six (6)
months and one (1) day following the date of Employee’s termination of employment. All subsequent
Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment
schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary,
if Employee dies following his termination but prior to the six (6) month anniversary of his
termination, then any payments delayed in accordance with this paragraph will be payable in a lump
sum as soon as administratively practicable after the date of Employee’s death and all other
Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule
applicable to each payment or benefit. Each payment and benefit payable under this Agreement is
intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations.




          b. Any amount paid under this Agreement that satisfies the requirements of the “short-term
deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute
Deferred Compensation Separation Benefits for purposes of Section 26(a) above.




          c. Any amount paid under this Agreement that qualifies as a payment made as a result of an
involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations that does not exceed the “Section 409A Limit” (as defined below) shall not constitute
Deferred Compensation Separation Benefits for purposes of Section 26(a) above. For purposes of
this Section 26(c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s
annualized compensation based upon the annual rate of pay paid to Employee during the Employee’s
taxable year preceding the Employee’s taxable year of Employee’s termination of employment as
determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may
be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the
2010 calendar year.




          d. The provisions of this Section 26 are intended to comply with the requirements of Section
409A so that none of the severance payments and benefits to be provided hereunder will be subject
to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to
so comply.







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     27. Voluntary Execution of Agreement. Employee understands and agrees that he
executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of
the Company or any third party, with the full intent of releasing all of his claims against the
Company and any of the other Releasees. Employee acknowledges that:




	 	a.	 	he has read this Agreement;
	 
	 	b.	 	he has been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of his own choice or has elected
not to retain legal counsel;
	 
	 	c.	 	he understands the terms and consequences of this Agreement and
of the releases it contains; and
	 
	 	d.	 	he is fully aware of the legal and binding effect of this Agreement.




IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth
below.




	 	 	 	 	 
	 	FRANZ JANKER, an individual

 
	Dated:  July 9, 2010 	/s/ Franz Janker
 	 
	 	Franz Janker 	 
	 	 	 	 
	 
	 	APPLIED MATERIALS, INC.

 	 
	Dated:  July 10, 2010 	By  	 /s/ Michael R. Splinter
 	 
	 	 	Michael R. Splinter 	 
	 	 	Chairman and Chief Executive Officer 	 



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Exhibit A




Options Vested Through the Termination Date



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant ID	 	Grant Date	 	Number of Options	 	Latest Expiration Date
	AMI 206238
	 	 	11/17/2003	 	 	 	100,000	 	 	 	11/17/2010	 
	AMI 206239
	 	 	11/17/2003	 	 	 	240,000	 	 	 	11/17/2010	 
	AMI 212817
	 	 	12/07/2004	 	 	 	260,000	 	 	 	07/30/2011	 
	AMI 561011
	 	 	12/13/2005	 	 	 	250,000	 	 	 	07/30/2011	 






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Exhibit B




Options and Performance Shares Expiring on the Termination Date



	 	 	 	 	 	 	 	 	 
	Grant ID	 	Grant Date	 	Number of Shares
	AMIP 00020
	 	 	1/25/2007	 	 	 	37,500	 
	AMIP 00028
	 	 	1/25/2007	 	 	 	37,500	 
	AMIP 680912A
	 	 	12/10/2007	 	 	 	70,000	 
	AMIP 680912B
	 	 	12/10/2007	 	 	 	60,000	 
	AMI 715450
	 	 	03/09/2009	 	 	 	400,000	 
	AMIP 717165
	 	 	01/19/2010	 	 	 	200,000	 







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