exv10w47



 





Exhibit 10.47




[EMPL_NAME]

Employee ID: [EMPLID]

Grant Number: [GRANT_ID]




APPLIED MATERIALS, INC.




PERFORMANCE SHARE AGREEMENT




     Applied Materials, Inc. (the “Company”) hereby grants you, [EMPL_NAME] (the “Employee”), an
award of Performance Shares (also referred to as restricted stock units) under the Company’s
Employee Stock Incentive Plan (the “Plan”). The date of this Performance Share Agreement (the
“Agreement”) is [GRANT_DT] (the “Grant Date”). Subject to the provisions of the Terms and
Conditions of Performance Shares Agreement (the “Terms and Conditions”), which constitute part of
this Agreement, and of the Plan, the principal features of this grant are as follows:



	 	 	 
	Number of Performance Shares:	 	[MAX_SHARES]
	(also referred to as restricted stock units)	 	 
	 
	Vesting of Performance Shares:

	 	Please refer to the UBS
One Source website for
the vesting schedule
related to this grant of
performance shares
(click on the specific
grant under the tab
labeled
“Grants/Awards/Units.”).*






IMPORTANT:






 




			
	*	 	Except as otherwise provided in the Terms and Conditions of this Agreement, Employee will
not vest in the Performance Shares unless he or she is employed by the Company or one of its
Affiliates through the applicable vesting date.





     Your electronic or written signature below indicates your agreement and understanding
that this grant is subject to all of the terms and conditions contained in the Terms and Conditions
to this Agreement and the Plan. For example, important additional information on vesting and
forfeiture of this grant is contained in paragraphs 3 through 5 and paragraph 7 of the Terms and
Conditions. PLEASE BE SURE TO READ ALL OF THE TERMS AND CONDITIONS OF THIS GRANT. CLICK HERE
TO READ THE TERMS AND CONDITIONS.



     By clicking the “ACCEPT” button below, you agree to the following: “This electronic contract
contains my electronic signature, which I have executed with the intent to sign this Agreement.”


Please be sure to retain a copy of your returned electronically signed Agreement; you may obtain a
paper copy at any time and at the Company’s expense by requesting one from Stock Programs
(see paragraph 12 of the Terms and Conditions). If you prefer not to electronically sign this
Agreement, you may accept this Agreement by signing a paper copy of the Agreement and delivering it
to Stock Programs.




 









 








TERMS AND CONDITIONS OF




PERFORMANCE SHARE AGREEMENT

(Also Referred to as Restricted Stock Units)




     1. Grant. Applied Materials, Inc. (the “Company”) hereby grants to the Employee under
the Company’s Employee Stock Incentive Plan (the “Plan”) the number of Performance Shares (also
referred to as restricted stock units) set forth on the first page of this Agreement, subject to
all of the terms and conditions in this Agreement and the Plan. When Shares are paid to the
Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for
each Performance Share by past services rendered by the Employee, and will be subject to the
appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein will
have the meanings ascribed to them in the Plan.



     2. Company’s Obligation to Pay. Each Performance Share has a value equal to the Fair
Market Value of a Share on the date of grant. Unless and until the Performance Shares have vested
in the manner set forth in paragraphs 3 through 5, or paragraph 11, the Employee will have no right
to payment of such Performance Shares. Prior to actual payment of any vested Performance Shares,
such Performance Shares will represent an unsecured obligation. Payment of any vested Performance
Shares will be made in whole Shares only.



     3. Vesting Schedule/Period of Restriction. Except as provided in paragraphs 4, 5 and
11, and subject to paragraph 7, the Performance Shares awarded by this Agreement will vest in
accordance with the vesting provisions set forth on the UBS One Source website (click on the
specific grant under the tab labeled “Grants/Awards/Units”). Performance Shares will not vest in
the Employee in accordance with any of the provisions of this Agreement unless the Employee will
have been continuously employed by the Company or by one of its Affiliates from the Grant Date
until the date the Performance Shares are otherwise scheduled to vest occurs.



     4. Modifications to Vesting Schedule.



     (a) Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal
leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to
vest will be modified as follows:



     (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set
forth on the UBS One Source website (click on the specific grant under the tab labeled
“Grants/Awards/Units”) will not be affected by the Employee’s PLOA.



     (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than
twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that
are not then vested will be deferred for a period of time equal to the duration of the Employee’s
PLOA less six (6) months.



     (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any
Performance Shares awarded by this Agreement that are not then vested will immediately terminate.



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     (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On
May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be
scheduled to vest on January 1, 2007.



     (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May
1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement
that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the
Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to
vest on April 1, 2007 (three (3) months after the originally scheduled date).



     (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On
May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May
2, 2007.



     In general, a “personal leave of absence” does not include any legally required leave of
absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month
measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during
the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However,
Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6)
months of the Employee’s PLOA will be deferred or terminated depending on the length of the
Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will
be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.



     (b) Death of Employee. In the event that the Employee incurs a Termination of Service due to
his or her death, one hundred percent (100%) of the Performance Shares subject to this Performance
Share award will vest on the date of the Employee’s death. In the event that any applicable law
limits the Company’s ability to accelerate the vesting of this award of Performance Shares, this
paragraph 4(b) will be limited to the extent required to comply with applicable law.
Notwithstanding any contrary provision of this Agreement, if the Employee is subject to Hong Kong’s
ORSO provisions, the first sentence of this paragraph 4(b) will not apply to this award of
Performance Shares.



     5. Committee Discretion. The Committee, in its discretion, may accelerate the vesting
of the balance, or some lesser portion of the balance, of the Performance Shares at any time,
subject to the terms of the Plan. If so accelerated, such Performance Shares will be considered as
having vested as of the date specified by the Committee. If the Committee, in its discretion,
accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance
Shares, the payment of such accelerated Performance Shares nevertheless will be made at the same
time or times as if such Performance Shares had vested in accordance with the vesting schedule set
forth on the UBS One Source website (click on the specific grant under the tab labeled
“Grants/Awards/Units”) (whether or not the Employee remains employed by the Company or by one of
its Affiliates as of such date(s)), in which case, payment of such accelerated Performance Shares
shall be made within two and one-half (21/2) months following the earliest permissible payment date
that would not cause the employee to incur an additional tax under Section 409A.



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     6. Payment after Vesting. Any Performance Shares that vest in accordance with
paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to
his or her estate) as soon as practicable following the date of vesting, subject to paragraph 8.
Any Performance Shares that vest in accordance with paragraphs 5 or 11 will be paid to the Employee
(or in the event of the Employee’s death, to his or her estate) in accordance with the provisions
of such paragraphs, subject to paragraph 8. For each Performance Share that vests, the Employee
will receive one Share, subject to paragraph 8.



     7. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance
of the Performance Shares that have not vested pursuant to paragraphs 3 through 5 or paragraph 11
at the time of the Employee’s Termination of Service for any or no reason will be forfeited and
automatically transferred to and reacquired by the Company at no cost to the Company.



     8. Withholding of Taxes. When Shares are issued as payment for vested Performance
Shares, the Company (or the employing Affiliate) will withhold a portion of the Shares that have an
aggregate market value sufficient to pay federal, state and local income, employment and any other
applicable taxes required to be withheld by the Company or the employing Affiliate with respect to
the Shares, unless the Company, in its sole discretion, requires the Employee to make alternate
arrangements satisfactory to the Company for such withholdings in advance of the arising of any
withholding obligations. The number of Shares withheld pursuant to the prior sentence will be
rounded up to the nearest whole Share, with no refund provided in the U. S. for any value of the
Shares withheld in excess of the tax obligation as a result of such rounding.



     Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and
until satisfactory arrangements (as determined by the Company) have been made by the Employee with
respect to the payment of any income and other taxes which the Company determines must be withheld
or collected with respect to such Shares. In addition and to the maximum extent permitted by law,
the Company (or the employing Affiliate) has the right to retain without notice from salary or
other amounts payable to the Employee, cash having a sufficient value to satisfy any tax
withholding obligations that the Company determines cannot be satisfied through the withholding of
otherwise deliverable Shares. All income and other taxes related to the Performance Shares award
and any Shares delivered in payment thereof are the sole responsibility of the Employee.



     9. Rights as Stockholder. Neither the Employee nor any person claiming under or
through the Employee will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
(which may be in book entry form) will have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Employee (including through electronic
delivery to a brokerage account). Notwithstanding any contrary provisions in this Agreement, any
quarterly or other regular, periodic dividends or distributions (as determined by the Company) paid
on Shares will affect neither unvested Performance Shares nor Performance Shares that are vested
but unpaid, and no such dividends or other distributions will be paid on unvested Performance
Shares or Performance Shares that are vested but unpaid. After such issuance, recordation and
delivery, the Employee will have all the rights of a stockholder of the



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Company with respect to voting such Shares and receipt of dividends and distributions on such
Shares.



     10. No Effect on Employment. Subject to any employment contract with the Employee,
the terms of such employment will be determined from time to time by the Company, or the Affiliate
employing the Employee, as the case may be, and the Company, or the Affiliate employing the
Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate
or change the terms of the employment of the Employee at any time for any reason whatsoever, with
or without good cause. The transactions contemplated hereunder and the vesting schedule set forth
on the UBS One Source website (click on the specific grant under the tab labeled
“Grants/Awards/Units”) do not constitute an express or implied promise of continued employment for
any period of time. A leave of absence or an interruption in service (including an interruption
during military service) authorized or acknowledged by the Company or the Affiliate employing the
Employee, as the case may be, will not be deemed a Termination of Service for the purposes of this
Agreement.



     11. Changes in Performance Shares. In the event that as a result of a stock or
extraordinary cash dividend, stock split, distribution, reclassification, recapitalization,
combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a
result of a merger, consolidation, spin-off or other corporate transaction or event, the
Performance Shares will be increased, reduced or otherwise affected, and by virtue of any such
event the Employee will in his or her capacity as owner of unvested Performance Shares which have
been awarded to him or her (the “Prior Performance Shares”) be entitled to new or additional or
different shares of stock, cash or other securities or property (other than rights or warrants to
purchase securities); such new or additional or different shares, cash or securities or property
will thereupon be considered to be unvested Performance Shares and will be subject to all of the
conditions and restrictions that were applicable to the Prior Performance Shares pursuant to this
Agreement and the Plan.



     If the Employee receives rights or warrants with respect to any Prior Performance Shares, such
rights or warrants may be held or exercised by the Employee, provided that until such exercise any
such rights or warrants and after such exercise any shares or other securities acquired by the
exercise of such rights or warrants will be considered to be unvested Performance Shares and will
be subject to all of the conditions and restrictions which were applicable to the Prior Performance
Shares pursuant to the Plan and this Agreement. The Committee in its absolute discretion at any
time may accelerate the vesting of all or any portion of such new or additional shares of stock,
cash or securities, rights or warrants to purchase securities or shares or other securities
acquired by the exercise of such rights or warrants; provided, however, that the payment of such
new or additional awards will be made at the same time or times as if such awards had vested in
accordance with the vesting schedule set forth on the UBS One Source website (click on the specific
grant under the tab labeled “Grants/Awards/Units”) (whether or not the Employee remains employed by
the Company or by one of its Affiliates as of such date(s)).



     12. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement will be addressed to the Company, in care of Stock Programs, at Applied



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Materials, Inc., 2881 Scott Boulevard, M/S 2023, P. O. Box 58039, Santa Clara, CA 95050,
U.S.A., or at such other address as the Company may hereafter designate in writing.



     13. Grant is Not Transferable. Except to the limited extent provided in this
Agreement, this grant of Performance Shares and the rights and privileges conferred hereby will not
be sold, pledged, assigned, hypothecated, transferred or disposed of any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment or similar
process, until the Employee has been issued Shares in payment of the Performance Shares. Upon any
attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of this grant, or any
right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby immediately will become
null and void.



     14. Restrictions on Sale of Securities. The Shares issued as payment for vested
Performance Shares under this Agreement will be registered under U. S. federal securities laws and
will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be
subject to any market blackout-period that may be imposed by the Company and must comply with the
Company’s insider trading policies, and any other applicable securities laws.



     15. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     16. Additional Conditions to Issuance of Certificates for Shares. The Company will
not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment
of all the following conditions: (a) the admission of such Shares to listing on all stock
exchanges on which such class of stock is then listed; (b) the completion of any registration or
other qualification of such Shares under any U. S. state or federal law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental regulatory body,
which the Committee will, in its absolute discretion, deem necessary or advisable; (c) the
obtaining of any approval or other clearance from any U. S. state or federal governmental agency,
which the Committee will, in its absolute discretion, determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time following the date of vesting of the Performance
Shares as the Committee may establish from time to time for reasons of administrative convenience.



     17. Plan Governs. This Agreement is subject to all the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern.



     18. Committee Authority. The Committee will have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not
limited to, the determination of whether or not any Performance Shares have vested). All actions
taken and all interpretations and determinations made by the Committee in good faith will be final
and binding upon the Employee, the Company and all other interested persons. No



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member of the Committee will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.



     19. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



     20. Agreement Severable. In the event that any provision in this Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.



     21. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Employee expressly warrants that he or
she is not accepting this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Agreement or the Plan can be made only in
an express written contract executed by a duly authorized officer of the Company. Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise
this Agreement as it deems necessary or advisable, in its sole discretion and without the consent
of the Employee, to comply with Section 409A of the U. S. Internal Revenue Code of 1986, as amended
(the “Code”) or to otherwise avoid imposition of any additional tax or income recognition under
Section 409A of the Code prior to the actual payment of Shares pursuant to this award of
Performance Shares.



     22. Amendment, Suspension or Termination of the Plan. By accepting this Performance
Shares award, the Employee expressly warrants that he or she has received a right to receive stock
under the Plan, and has received, read and understood a description of the Plan. The Employee
understands that the Plan is discretionary in nature and may be amended, suspended or terminated by
the Company at any time.



     23. Labor Law. By accepting this Performance Shares award, the Employee acknowledges
that: (a) the grant of these Performance Shares is a one-time benefit which does not create any
contractual or other right to receive future grants of Performance Shares, or benefits in lieu of
Performance Shares; (b) all determinations with respect to any future grants, including, but not
limited to, the times when the Performance Shares will be granted, the number of Performance Shares
subject to each Performance Share award and the time or times when the Performance Shares will
vest, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan
is voluntary; (d) the value of these Performance Shares is an extraordinary item of compensation
which is outside the scope of the Employee’s employment contract, if any; (e) these Performance
Shares are not part of the Employee’s normal or expected compensation for purposes of calculating
any severance, resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments; (f) the vesting of these Performance Shares
will cease upon termination of employment for any reason except as may otherwise be explicitly
provided in the Plan or this Agreement; (g) the future value of the underlying Shares is unknown
and cannot be predicted with certainty; (h) these Performance Shares have been granted to the
Employee in the Employee’s status as an employee of the Company or its Affiliates; (i) any claims
resulting from these Performance



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Shares will be enforceable, if at all, against the Company; and (j) there will be no
additional obligations for any Affiliate employing the Employee as a result of these Performance
Shares.



     24. Disclosure of Employee Information. By accepting this Performance Shares award,
the Employee consents to the collection, use and transfer of personal data as described in this
paragraph. The Employee understands that the Company and its Affiliates hold certain personal
information about him or her, including his or her name, home address and telephone number, date of
birth, social security or identity number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all awards of Performance Shares or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his
or her favor, for the purpose of managing and administering the Plan (“Data”).



     The Employee further understands that the Company and/or its Affiliates will transfer Data
among themselves as necessary for the purpose of implementation, administration and management of
his or her participation in the Plan, and that the Company and/or any of its Affiliates may each
further transfer Data to any third parties assisting the Company in the implementation,
administration and management of the Plan. The Employee understands that these recipients may be
located in the European Economic Area, or elsewhere, such as in the U.S. or Asia.



     The Employee authorizes the Company to receive, possess, use, retain and transfer the Data in
electronic or other form, for the purposes of implementing, administering and managing his or her
participation in the Plan, including any requisite transfer to a broker or other third party with
whom he or she may elect to deposit any Shares of stock acquired from this award of Performance
Shares of such Data as may be required for the administration of the Plan and/or the subsequent
holding of Shares of stock on his or her behalf. The Employee understands that he or she may, at
any time, view the Data, require any necessary amendments to the Data or withdraw the consent
herein in writing by contacting the Human Resources department and/or the Stock Programs
Administrator for the Company and/or its applicable Affiliates.



     25. Notice of Governing Law. This award of Performance Shares will be governed by,
and construed in accordance with, the laws of the State of California, in the U.S.A., without
regard to principles of conflict of laws.



     26. Notice to Directors. If the Employee is a director or shadow director of a U.K.
Affiliate, the Employee agrees to notify the U.K. Affiliate in writing of his or her interest in
the Company and the number of Shares or rights to which the interest relates. The Employee agrees
to notify the U.K. Affiliate when Shares acquired under the Plan are sold. This disclosure
requirement also applies to any rights or Shares acquired by the Employee’s spouse or child (under
the age of 18).



     27. Private Offer. If the Employee is a resident in Ireland, this offering is part of
a private transaction; this is not an offer to the public.




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