Applied Materials, Inc. Stock Purchase Plan for Offshore Employees



 EXHIBIT 4.1 
 APPLIED MATERIALS, INC. 
 STOCK PURCHASE PLAN 
 FOR OFFSHORE EMPLOYEES 
 (Amended and
Restated Effective as of June 8, 2009) 
 1. ESTABLISHMENT; PURPOSE 
 Applied Materials, Inc. (the “Corporation”), having established the Applied Materials, Inc. Stock Purchase Plan for Offshore Employees (the “Plan”), and having amended and restated the Plan in its
entirety most recently effective as of March 10, 2008, hereby again amends and restates the Plan in its entirety, effective as of June 8, 2009, as set forth herein. The Plan is intended to encourage ownership of common stock of the
Corporation by selected offshore employees of affiliates of the Corporation (“Eligible Employees”) and to provide incentives for them to exert maximum efforts for the success of the Corporation. By extending to Eligible Employees the
opportunity to acquire proprietary interests in the Corporation and to participate in its success, the Plan may be expected to benefit the Corporation and its shareholders by making it possible to attract and retain qualified employees. 

2. DEFINITIONS 
 The following words and phrases shall
have the following meanings unless a different meaning is plainly required by the context: 
 2.1 “Affiliate” means any direct or
indirect subsidiary of the Corporation which has been designated by the Board as a participating subsidiary, the employees of which may participate in the Plan. 
 2.2 “Board” means the Board of Directors of the Corporation, as from time to time constituted. 
 2.3 “Common Stock” means the common stock of the Corporation. 
 2.4 “Corporation” means Applied Materials,
Inc., a Delaware Corporation. 
 2.5 “Eligible Employee” means any Offshore Employee eligible to participate in the Plan in
accordance with Section 5. 
 2.6 “Grant Date” means that date specified by the Board of the Committee for the granting of
Options in an Offering under the Plan. 
 2.7 “Offshore Employee” means a natural person employed by an Affiliate who is neither a
U.S. citizen nor a U.S. resident for U.S. tax purposes. 
 2.8 “Option” means an option to acquire Common Stock under the terms of
this Plan. 







 2.9 “Participating Employee” means, with respect to each Offering under the Plan, any Eligible
Employee who has elected to participate in accordance with Section 7. 
 2.10 “Plan” means this Stock Purchase Plan for
Offshore Employees as amended from time to time. 
 2.11 “Plan Administrator” means the employee or employees of the Corporation
selected by the Board or the Committee (if authorized by the Board under Section 4.3) to perform certain ministerial duties in the administration of the Plan. 
 3. STOCK SUBJECT TO THE PLAN 
 No more than 15,800,000 shares of Common Stock may be issued upon the exercise of Options granted
under the Plan, subject to adjustments as provided in Section 9, which may be unissued shares, reacquired shares, or shares bought on the open market. If any Option which shall have been granted shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares shall again become available for purposes of the Plan (unless the Plan shall have been terminated). 
 4. ADMINISTRATION 
 4.1 The Plan shall be administered by the Board except to the extent that the Board shall delegate
responsibility for the administration of the Plan as stated in Section 4.3. 
 4.2 The Board shall have the plenary power, subject to
and within the limits of the express provisions of the Plan: 
 (a) To construe and interpret the Plan and Options granted under it, and to
establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, shall generally determine all questions of policy and expediency that may arise, and may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any instrument associated with the Plan, in such manner and to such extent as the Board shall deem necessary to make the Plan fully effective. 
 (b) To establish the terms of each Offering of Common Stock under the Plan. 
 4.3 The Board, by resolution, may delegate responsibility for the administration of the Plan or any part thereof, to a committee (the “Committee”) composed of members of the Board. The Board may from time to
time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board. To the extent that responsibility for the administration of the Plan is delegated to the Committee, the Committee
shall have the powers theretofore possessed by the Board, and to the extent that the Committee has been authorized to act, all references in this Plan to the Board shall include the Committee, subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as, from 
  

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 time to time, may be adopted by the Board. The Board at any time, by resolution, may revoke such delegation and re-vest
in the Board all or any part of the responsibility for the administration of the Plan. 
 4.4 The Board or Committee (if authorized by the
Board) may delegate to the Plan Administrator the responsibility to perform certain ministerial duties in the administration of the Plan as are specified in the Plan. To the extent that the Board or Committee has not delegated such duties to the
Plan Administrator, all references in this Plan to Plan Administrator shall include Board or Committee, as appropriate. 
 5. ELIGIBILITY 
 The Committee shall designate the Eligible Employees who shall be eligible to participate in any Offering under the Plan. 
 6. OFFERINGS 
 During the term of the Plan, the Corporation
will make one or more offerings in which Options to purchase Common Stock will be granted to Eligible Employees under the Plan (“Offering”). The terms and conditions of Options to be granted in any such Offering will be determined by the
Board under Section 7. In connection with any Offering, if the number of shares for which Eligible Employees elect to participate shall be greater than the shares remaining available, the available shares shall, at the end of the Offering
Period, be allocated among the Participating Employees pro rata on the basis of the number of shares for which each has elected to participate. 
 7. TERMS
AND CONDITIONS OF OPTIONS 
 7.1 Subject to the limitations herein contained, the Board shall determine the terms of Options in each Offering
all of which shall be granted on the same date (the “Grant Date”). 
 7.2 The Option price per share for each Offering shall be as
determined by the Board. 
 7.3 The expiration date of the Options granted under each Offering shall be determined by the Board on or prior
to the Grant Date for such Offering. 
 7.4 All Eligible Employees to whom Options are granted shall be entitled to purchase the number of
full shares as shall be established by the Board at the Grant Date. Each eligible Employee may elect to participate for less than the maximum number of shares which he or she is entitled to purchase under his or her Option. If an Eligible Employee
elects to participate for less than the maximum number of shares which he or she is entitled to purchase, his or her Option shall at that time terminate and become void to the extent of the number of shares for which he or she does not elect to
participate. 
  

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 7.5 Each Eligible Employee who desires to participate in an Offering shall elect to do so by completing
and delivering to the Plan Administrator or a person designated by the Plan Administrator in a timely fashion such form or forms as may be prescribed by the Board. 
 7.6 A Participating Employee shall exercise his or her Option by delivering notice of exercise to the Plan Administration or a person designated by the Plan Administrator at such time and in such form and manner as
the Board shall prescribe. 
 7.7 Upon exercise of an Option, full payment for the shares subject to the Option shall be made in such form or
manner as the Board shall fix. 
 7.8 The Board may (but is not required to) establish on such terms and conditions as it shall determine a
payroll deduction system for the purchase of shares covered by the Options hereunder. If there are payroll deductions under any Offering, the Corporation or an Affiliate shall maintain a payroll deduction account for each Participating Employee. The
Board may (but is not required to) provide for interest at such rate as the Board shall determine to be credited to the payroll deduction accounts. 
 7.9 The Board shall establish rules, terms and conditions for each Offering governing the exercise of outstanding Options in the event of a Participating Employee’s termination of employment or change in employment status. 

7.10 The Corporation will seek to obtain from each regulatory committee or agency having jurisdiction such authority as may be required to issue and
sell shares of Common Stock to satisfy Options granted under the Plan. Inability of the Corporation to obtain from any such regulatory commission or agency authority which counsel for the Corporation deems necessary for the lawful issuance and sale
of its Common Stock to satisfy Options granted under the Plan, shall relieve the Corporation from any liability for failure to issue and sell Common Stock to satisfy such Options pending the time when such authority is obtained or is obtainable.

 7.11 Neither an Eligible Employee to whom an Option is granted under the Plan nor his or her transferee shall have any rights as a
stockholder with respect to any shares covered by his or her Option until the date of the issuance of a stock certificate (which may be by book entry) to him or her for such shares. 
 7.12 Options granted under the Plan shall not be transferable, except by will or by the laws of descent and distribution, and may be exercised during the
lifetime of a Participating Employee only by him. 
 7.13 Each Option granted under the Plan shall be evidenced by such instrument or
documentation, if any, as the Board shall establish, which shall be dated the Grant Date and shall comply with and be subject to the terms and conditions of the Plan. 
 7.14 Nothing in the Plan or in any Option granted under the Plan shall confer on any Participating Employee any right to continue in the employ of the Corporation or any of its Affiliates or to interfere in any way
with the right of the Corporation or any of its Affiliates to terminate his or her employment at any time. 
  

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 7.15 Prior to the delivery of any shares of Common Stock purchased under the Plan, the Corporation shall
have the power and the right to deduct or withhold, or require a Participating Employee to remit to the Corporation, an amount sufficient to satisfy all tax and social insurance liability obligations and requirements in connection with the Options
and shares purchased thereunder, if any, including, without limitation, all federal, state, and local taxes (including the Participating Employee’s FICA obligation, if any) that are required to be withheld by the Corporation or the employing
Affiliate, the Participating Employee’s and, to the extent required by the Corporation (or the employing Affiliate), the Corporation’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant,
vesting, or sale of shares and any other Corporation (or employing Affiliate) taxes, the responsibility for which the Participating Employee has agreed to bear with respect to such shares of Common Stock. 
 8. FUNDS 
 Any amounts held by any Affiliate in payroll
deduction accounts under the Plan may be used for any corporate purpose of the Affiliate. 
 9. ADJUSTMENT IN NUMBER OF SHARES AND IN OPTION PRICE

 In the event there is any change in the Common Stock through declarations of stock dividends or stock split-ups, recapitalizations
resulting in stock split-ups, or combinations or exchanges of shares, or otherwise, appropriate adjustments in the number of shares available for Options, as well as the shares subject to any Option and the Option price thereof, shall be made,
provided that no fractional shares shall be subject to an Option and each Option shall be adjusted down to the nearest full share. 
 10. AMENDMENT OF THE
PLAN 
 The Board at any time, and from time to time, may amend the Plan. If the Plan is amended, suspended or terminated, the Board or the
Committee, in its discretion, may elect to terminate all outstanding Options either immediately or upon completion of the purchase of shares on the next scheduled exercise/purchase (which may be sooner than originally scheduled, if determined by the
Board in its discretion), or may elect to permit Options to expire in accordance with their terms (and participation to continue through such expiration dates). If the Options are terminated prior to expiration, all amounts then credited to a
Participating Employee’s account that have not been used to purchase shares shall be returned to the Participating Employee (without interest thereon, except as otherwise required under local laws) as soon as administratively practicable.
Without stockholder approval and without regard to whether any Participating Employee rights may be considered to have been “adversely affected,” the Board shall be entitled to change the duration of an Option, limit the frequency and/or
number of changes in the amount withheld during the duration of an Option, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit 
  

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 payroll withholding in excess of the amount designated by a Participating Employee in order to adjust for delays or
mistakes in the Corporation’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each Participating Employee properly correspond with amounts withheld from the Participating Employee’s compensation, and establish such other limitations or procedures as the Board determines in its sole discretion advisable which
are consistent with the Plan. 
 Without regard to whether any Participating Employee’s rights may be considered to have been
“adversely affected”, in the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify
or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 
 (a) Amending the Plan to conform with
the safe harbor definition under Statement of Financial Accounting Standards 123(R), including with respect to an Option issued at the time of the amendment; 
 (b) Increasing or otherwise altering the exercise price for any Option, including an Option issued at the time of the change in exercise price; 
 (c) Reducing the maximum percentage of compensation a Participating Employee may elect to set aside as payroll deductions; 
 (d) Shortening the duration of any Option so that the Option ends on a new purchase/exercise date, including an Option issued at the time of the Board
action; and 
 (e) Reducing the number of shares that may be purchased upon exercise of outstanding Options. 
 Such modifications or amendments shall not require stockholder approval or the consent of any Participating Employees. 
 11. TERMINATION OR SUSPENSION OF THE PLAN 
 The Board may at
any time suspend or terminate the Plan. No Offering shall be made under the Plan while it is suspended or after it is terminated. 
  

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