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EXHIBIT 10.1
AMENDMENT NO. 1 TO THE
APPLIED MATERIALS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
APPLIED MATERIALS, INC., having adopted the Applied Materials,
Inc. Executive Deferred Compensation Plan (the "Plan") effective as of July 1,
1993, and having amended and restated the Plan effective as of April 1, 1995,
hereby further amends the Plan as follows:
1. Effective as of August 1, 1997, Section 1.11 is amended in its
entirety to read as follows:
1.11 "Eligible Employee" shall mean an employee of an Employer
who holds office at the level of Managing Director or above.
2. Effective as of January 1, 1998, Section 3.3 is amended to
read in its entirety as follows:
3.3 Deemed Interest on Accounts. Each Participant's Account shall
be credited with deemed interest as of the end of each pay period. The
rate for crediting deemed interest as of the end of any pay period shall
be equal to one twenty-sixth (1/26th) of the "Deferral Interest Rate"
for that Plan Year. The Deferral Interest Rate for a particular Plan
Year shall apply to all amounts then credited to the Participant's
Account, without regard to when the amounts (whether attributable to
Compensation Deferrals or deemed interest) originally were credited to
the Account. The Deferral Interest Rate for a particular Plan Year is
the sum of (a) the yield-to-maturity of five-year U.S. Treasury notes as
of the first business day of the December immediately preceding such
Plan Year, plus (b) 1.50%. The exact amount to be credited as deemed
interest to any Participant's Account shall be determined by the
Committee under such formulae (consistent with this Section 3.3) as the
Committee, in its discretion, shall adopt from time to time.
3. Effective as of August 1, 1997, the last sentence of Section
3.4 is amended to read in its entirety as follows:
A Participant's election as to the form of payment shall apply to all
amounts credited to the Participant's Account for the Plan Year with
respect to which the election is made, and except to the limited extent
provided in Section 3.6, shall be irrevocable.
4. Effective as of August 1, 1997, new Sections 3.5 and 3.6 are
added to read in their entirety as follows:
3.5 TERM OF DEFERRAL. Each Participant shall indicate on his or
her deferral election made pursuant to Section 3.1 the time for payment
for Compensation Deferrals
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(and deemed interest thereon) made pursuant to such election. Pursuant
to such procedures as the Committee (in its discretion) may adopt from
time to time, a Participant may elect a term of deferral equal to any
whole number (not less than one) of calendar years specified in his or
her deferral election or the occurrence of a specific event (for
example, the attainment of age 50). The procedures adopted by the
Committee may (in the discretion of the Committee) restrict a
Participant's ability to elect multiple terms of deferral under the
Plan. A Participant's election as to the term of deferral shall apply to
all amounts credited to the Participant's Account for the Plan Year with
respect to which the election is made, and except to the limited extent
provided in Section 3.6, shall be irrevocable.
3.6 CHANGES IN ELECTIONS AS TO TERM AND FORM FOR PAYMENT. A
Participant may change his or her election under Section 3.4 and/or
Section 3.5 for amounts credited to the Participant's Account for any
Plan Year, provided that any such election will be effective only if (a)
such election is made at least two Plan Years prior to the Plan Year in
which payment of such amounts is scheduled to commence (without giving
effect to such election), (b) the newly elected scheduled payment
commencement date is not earlier than the second Plan Year after the
Plan Year in which such election is made, and (c) payment of such
amounts has not actually commenced. For example, if a Participant
initially elected to receive payment of his or her Account in a lump sum
to be paid during the 2003 Plan Year, the Participant instead may elect
to receive payment in the form of ten annual installments commencing
during the 2004 Plan Year, provided that such election is made on or
before December 31, 2001. (i.e., not less than two Plan Years prior to
the Plan Year in which payment of such amounts previously was scheduled
to commence, and with a newly elected scheduled payment commencement
date which is not earlier than the second Plan Year after the Plan Year
in which such election is made).
5. Effective as of August 1, 1997, Section 5.1 is amended to read
in its entirety as follows:
5.1 Normal Time for Distribution.
5.1.1 General Rule. Subject to this Section 5.1 and
Sections 5.2, 5.3, and 5.8, distribution of the balance credited to a
Participant's Account shall commence as soon as administratively
practicable after the end of the term(s) of deferral elected by the
Participant under Section 3.5, in accordance with the following rules.
If, pursuant to Section 3.4, the Participant elected to receive annual
installment payments, his or her first installment shall be equal to the
balance then credited to his or her Account, divided by the number of
installments to be made. Each subsequent annual installment shall be
paid to the Participant as near as administratively practicable to each
anniversary of the first installment payment. The amount of each
subsequent installment shall be equal to the balance then credited to
the Participant's Account, divided by the number of installments
remaining to be made. While a Participant's Account is in installment
payout status, the unpaid balance credited to the Participant's Account
shall continue to be credited with deemed interest under Section 3.3.
5.1.2 Special Rule re Deductibility. Notwithstanding any
contrary provision of Section 5.1.1, any payment scheduled for a
particular Plan Year shall not be made in such Plan Year to the extent
necessary to avoid application of the deductibility limitation of
section 162(m) of the Code. (For this purpose, deductibility shall be
determined by adding such payment to all other compensation paid by the
Company and
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its Affiliates to the Participant during the Plan Year.) If, pursuant to
the foregoing sentences, any amounts are not paid when originally
scheduled, such amounts shall be paid in the first subsequent taxable
year in which such payments would not be subject to the deductibility
limitation of section 162(m) of the Code. During any such delay in
payment, unpaid amounts shall continue to be credited with deemed
interest under Section 3.3. Notwithstanding the foregoing, distribution
of a Participant's Account shall be made without regard to the
deductibility limitation of section 162(m) of the Code if the time for
distribution is accelerated pursuant to Section 5.2 or Section 5.3.
5.1.3 Latest Permissible Distribution Commencement Date.
Notwithstanding any contrary provision of this Section 5.1.1, if
distribution of any portion of a Participant's Account has not commenced
on the date on which the Participant terminates employment with the
Company and all of its Affiliates, such distribution shall commence
within 90 days of the date of such termination.
6. Effective as of August 1, 1997, Section 7.4 is amended by
deleting the word "and" at the end of subsection (l), replacing the "." at the
end of subsection (m) with "; and", and adding a new subsection (n) in its
entirety to read as follows:
(n) To determine the manner and form for making elections under
the Plan.
IN WITNESS WHEREOF, Applied Materials, Inc., by its duly
authorized officer, has executed this Amendment No. 1 on the date indicated
below.
APPLIED MATERIALS, INC.
Dated: August 27, 1998 By /s/ SEITARO ISHII
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SEITARO ISHII
Group Vice President,
Global Human Resources
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