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EXHIBIT 4.1
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TRUST DEED
CONSTITUTING THE
APPLIED MATERIALS PROFIT SHARING SCHEME
BETWEEN
APPLIED MATERIALS IRELAND LIMITED
AND
XXXXXX XXXXXX PIC TRUSTEES LIMITED
AS TRUSTEES
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THIS TRUST DEED is made the 3rd day of July
One thousand nine hundred and ninety six
BETWEEN:-
(1) APPLIED MATERIALS IRELAND LIMITED whose registered office is 1 Xxxxxxx
Xxxxx, Xxxxxx Xxxxx, Xxxxxx 0 (hereinafter referred to as "the Company")
and
(2) XXXXXX XXXXXX PIC TRUSTEES LIMITED (registered in Ireland No.33726)
whose registered office is at Xx. Xxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxx 0
(hereinafter called "the Trustees" which expression shall include the
trustee or trustees for the time being hereof)
WHEREAS
(A) By a resolution of the Board of Directors of the Company passed on 31st
May 1996 the Directors determined to establish The Applied Materials
Profit Sharing Scheme, as an employees' share scheme which is to be
approved by the Revenue Commissioners in accordance with Chapter IX of
Part I and the Third Schedule of the Finance Xxx 0000 (the "Act") for
the purpose of providing for employees and directors of benefits in the
nature of interests in shares.
(B) Applied Materials Ireland Limited is wholly owned by Applied Materials,
Inc. (hereinafter defined as "the Parent Company") and is controlled
(within the meaning of that expression contained in Section 102 of the
Corporation Tax Act 1976) by the Parent Company.
(C) The Trustees have agreed to act as the first trustees of the Scheme.
NOW THIS DEED WITNESSETH and it is hereby agreed as follows:-
1. (a) IN this Deed unless the context otherwise requires:-
(i) "the Scheme" means "The Applied Materials Profit Sharing
Scheme" established by this Trust Deed and the Rules as
from time to time in force;
(ii) the "Rules" mean the Rules set out in the first Schedule
hereto, which shall be deemed to include the Second and
Third Schedules hereto, with, and subject to, any
modifications, alterations, amendments, or extensions
thereto for the time being in force;
(iii) "Share Fund" means all Scheme Shares for the time being
held by the Trustees;
(iv) "Residual Fund" means all moneys or Ordinary Shares
directed to be held as part of the Residual Fund or for
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which no specific provision is made (other than under
Clause 13) and the income (if any) arising therefrom all
of which shall be held in accordance with Clause 13;
(v) other words and expressions defined in the Rules shall
bear the same meanings herein where the context so admits
and the provisions of Rule 1 shall be deemed to be
incorporated herein.
(b) The Applied Materials Profit Sharing Scheme is hereby
established.
2. (a) Each Participating Company shall pay to the Trustees the
amount due from it pursuant to Rule 3 for the purpose of the
acquisition of Ordinary Shares by the Trustees in accordance with
the Scheme together with any other amount required to cover any
costs, charges and expenses incurred in such acquisition and any
other expenses and charges incurred by the Trustees in the
operation of the Scheme.
(b) Each Participating Company shall provide the Trustees with all
information which is necessary for the purposes of the Scheme and
the Trustees shall be entitled to rely on such information in
good faith without further enquiry.
(c) Subject as hereafter provided the Trustees hereby covenant with
each Participating Company to apply such sums received for that
purpose in the acquisition in accordance with the Rules of
Ordinary Shares and to hold the same once appropriated upon trust
for the respective Participants entitled thereto subject to the
provisions of the Scheme.
(d) The Trustees shall in accordance with Rule 3(h) sell or hold so
many of the Ordinary Shares acquired by them and which have not
been appropriated.
(e) The Trustees shall hold
(i) the net proceeds of any sale made pursuant to
paragraph (d) above; and
(ii) any income therefrom, to be applied in accordance with
Clause 13.
3. THE Trustees shall hold Scheme Shares upon trust for the benefit of the
Participants to whom Scheme Shares have been appropriated in accordance
with the Rules provided always that the Trustees
(a) shall not dispose of any Scheme Share whether by transfer to a
Participant or otherwise before the end of the Period of
Retention applicable thereto except in the circumstances
mentioned in Section 52(3) (a) (b) or (c) of the Act; and
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(b) shall not dispose of any Scheme Share after the end of the Period
of Retention and before the Release Date applicable thereto
except
(i) pursuant to Rule 4 (a) and
(ii) by a transaction which would not involve a breach of that
Participant's obligations under Section 52(1) (c) or (d)
of the Act; and
(c) shall deal with any rights conferred in respect of Scheme Shares
to be allotted other shares, securities or rights of any
description in accordance with Paragraph 14(b) of the Third
Schedule of the Finance Act, 1982 (as amended).
4. SUBJECT to any such direction as is referred to in Section 54(3) of the
Act, the Trustees shall pay over to a Participant any money or money's
worth received by them in respect of or by reference to any of his
Scheme Shares other than money consisting of a sum referred to in
Section 52(1)(c) of the Act or money's worth consisting of New Shares
within the meaning of Section 55 of the Act.
5. AS soon as practicable after any Scheme Shares have been appropriated to
a Participant the Trustees shall give him notice in writing of the
appropriation:-
(a) specifying the number and description of those shares; and
(b) stating their Initial Market Value and their Appropriation Date.
6. THE Trustees shall prepare and keep all such accounts and records as may
be required for the purpose of the Scheme and shall once at least in
every year submit accounts to the Company and the Company may cause such
accounts to be made up and audited by qualified accountants. In
particular the Trustees shall:-
(a) maintain such records as may be necessary to enable them to carry
out their obligations under Chapter IX of Part I and the Third
Schedule of the Act; and
(b) inform a Participant who becomes liable to income tax under
Schedule E in relation to the operation of the Scheme of any
facts of which they are aware relevant to the determination of
that liability.
7. (a) The Directors may at any time direct that any Subsidiary, not
being a party to this Deed but otherwise eligible to be a
Participating Company, shall, upon entering into a Deed
supplemental hereto in such form as the Directors and the
Trustees shall require, become bound by the provisions hereof; or
(b) A Participating Company may by Deed declare that it shall no
longer be bound by the provisions of this Deed and shall
thereupon cease to be a Participating Employer. Where any such
Deed is
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executed a copy thereof shall be furnished to the Trustees
forthwith upon the execution thereof.
8. THE Trustees shall not be liable to satisfy any monetary obligations
under the Scheme (including but without prejudice to the generality of
the foregoing any monetary obligations to Participants) beyond the sums
of money (including income) from time to time in their hands or under
their control as Trustees of the Scheme and properly applicable for that
purpose.
9. (a) THE costs, charges, expenses and other liabilities of the
establishment of the Scheme and of the preparation and execution
of this Deed shall be borne by the Company.
(b) All costs, charges, expenses and other liabilities of, and
incidental to, the administration, operation and
determination of the Scheme (including any remuneration of
the Trustees and any tax or duty for which the Trustees may
be accountable to the Revenue Commissioners arising from or
in connection with the Scheme) shall be borne by the
Participating Companies in proportion to the number of
Scheme Shares for the time being appropriated to their
respective Participants or otherwise as the Directors may
determine if and to the extent that the same cannot properly
be paid by the Trustees out of funds in their hands
available for the purpose. Provided that the Trustees shall
be liable for any liability to tax, properly incurred by the
Trustees, in the course of the operation of the Scheme.
10. (a) No Trustees for the time being of the Scheme and no director
or employee of any corporate trustee shall be responsible
chargeable or liable in any manner whatsoever for or in
respect of any loss of or any depreciation in or default
upon any of the investments securities stocks or policies in
or upon which any part of the Scheme may at any time be
invested or for any delay which may occur from whatever
cause in the investment of any moneys belonging thereto or
for the safety of any securities or documents of title
deposited by the Trustees for safe custody or for the
exercise of any discretionary power vested in the Trustees
by this Deed (including any act or omission by any committee
appointed by the Trustees) or by reason of any other matter
or thing except fraud or deliberate and culpable disregard
of the interests of all or of any of the beneficiaries under
the Scheme PROVIDED THAT a corporation which is a Trustee of
the Scheme and which is engaged in the business of providing
a trustee service for a fee shall be liable for negligence.
(b) Each of the Trustees and director and employee of any
corporate trustee shall be indemnified by the Participating
Companies against all liabilities incurred by such Trustee
in the execution of the trusts
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of and in the management and administration of the Scheme other
than liabilities arising as a consequence of fraud or deliberate
and culpable disregard of the interests of all or of any of the
beneficiaries under the Scheme or (in the case of a corporate
trustee which is engaged in the business of providing a trustee
service for a fee) negligence and to the extent that the
Participating Companies fail to indemnify each such Trustee he
shall be indemnified out of the Scheme.
11. (a) The Trustees shall have full power and discretion to agree
with the Company all matters relating to the operation and
administration of the trusts of this Deed so that no person
claiming any interest under such trusts shall be entitled to
question the legality and correctness of any arrangement or
agreement made between the Company and the Trustees in relation
to such operation and administration.
(b) The Company hereby declares and confirms the independence of the
trustees in the exercise of all their functions and obligations
under the Scheme and undertakes that it shall not seek to
influence them in any manner. The Trustees shall administer the
Scheme impartially and in strict accordance with the Trust Deed
and Rules hereof.
(c) The Company shall comply with any directions given by the
Directors pursuant to the Trust Deed and Rules and shall not be
under any liability in respect thereof to any Participating
Company or to any Participant.
12. (a) ANY Trustee may retire from the trusts hereby constituted at
any time by giving to the Company and the remaining Trustees (if
any) written notice and the Company shall accept such written
notice within the following three months and the retiring Trustee
shall thereupon retire and shall not be responsible for any costs
occasioned by such retirement.
(b) Where a body corporate is acting as sole Trustee the Company may
by resolution of the Directors, with the prior written approval
of the Revenue Commissioners, remove that Trustee or any of them
from office and forthwith upon the passing of such resolution
such removal shall be immediately effective.
(c) The Company may by Deed appoint a new Trustee or Trustees in
place of any Trustee or Trustees who retire or are removed from
office under sub-clause (a) or sub-clause (b) of this Clause and
may by Deed appoint an additional Trustee or Trustees.
(d) The minimum number of Trustees shall be three unless a body
corporate shall be a Trustee in which case that body corporate
may be sole Trustee.
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(e) If the Company shall not appoint a new Trustee or new Trustees
with effect from the date of expiry of the notice referred to in
sub-clause (a) of this Clause the Trustees may exercise such
power by executing an instrument in writing signed by them as is
necessary to appoint a new Trustee or new Trustees.
(f) The Trustees shall be resident in the Republic of Ireland for the
purposes of the Taxes Acts.
13. THE Trustees shall hold and apply the Residual Fund as follows:-
(i) in paying the costs, charges and expenses incurred in the
operation of the Scheme as they in their absolute discretion
shall determine; and
(ii) subject thereto, if so instructed by the Directors in accordance
with Rule 3 to acquire Ordinary Shares and to hold the same until
they are appropriated in accordance with the provisions of the
Scheme; and
(iii) subject as aforesaid any moneys at any time which are not
immediately required to be applied by the Trustees in a
particular manner may be placed on deposit (either with or
without interest) with any bank or other deposit taking
institution in Ireland as the Trustees may determine; and
(iv) upon the determination of the Scheme and to the extent that the
Residual Fund has been applied as aforesaid the Trustees shall
convert the Residual Fund to moneys and shall pay or transfer any
moneys then comprised in the Residual Fund to any companies which
at the date of such determination were Participating Companies in
proportion to the total moneys provided by each of them to the
Trustees.
14. (a) ANY Trustee being an individual shall be entitled to receive
and retain as remuneration for his services hereunder such sum or
sums as may from time to time be agreed with the Company.
(b) Any Trustee, being a solicitor, accountant, stockbroker, or
engaged in any other profession or business, shall be entitled to
be paid all reasonable professional or proper charges for
services rendered including acts which such Trustee, not being
engaged as aforesaid, could have done personally.
(c) Any Trustee, being a body corporate, (whether or not a trust
corporation) may charge and be paid such reasonable
remuneration or charges as shall from time to time be agreed
in writing between the Company and such body corporate and
any such body corporate (being a bank) shall be entitled
(without being liable to account for any profit or advantage
so obtained) to act as banker and perform any services in
relation to the Scheme on the same
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terms as would be made with a customer in the ordinary course of
its business as banker.
15. (a) ANY Trustee, otherwise eligible to be a Participant, may be
so and may retain for his absolute benefit all the interest to
which he is entitled as a Participant in any Scheme Shares
acquired or received for him and any other money or money's worth
accruing to him as such and exercise all rights to which he is
entitled as a Participant.
(b) No decision of or exercise of a power by the Trustees shall be
invalidated or questioned on the ground that the Trustees or any
individual trustees of the Scheme or any member of the Board of
Directors of a corporate trustee of the Scheme had a direct or
personal interest as a beneficiary under the Scheme in the result
of any such decision or in the exercising of any such power.
16. ANY Trustee, who shall be or become a director of or holder of any
other office or employment in any Participating Company, may retain
for his own absolute benefit any fees or remuneration received by
him in connection with such office or employment notwithstanding
that his appointment to or retention of such office or employment
may be directly or indirectly due to the exercise or non-exercise
of any votes in respect of shares or other securities in the
Company held by the Trustees or other persons on their behalf under
the trusts of the Scheme.
17. NO Trustee, nor any holding company of a corporate Trustee, nor any
subsidiary of such holding company, nor any director or officer of
a body corporate acting as Trustee shall be precluded from
underwriting, purchasing, holding, dealing in and disposing of any
stock, shares or other securities whatsoever of any Participating
Company or any subsidiary or holding company thereof or any
subsidiary of any such holding company or from otherwise at any
time contracting or entering into any insurance, financial or other
transaction with any such company or being interested in any such
transaction or accepting and holding the trusteeship of any
debenture stock or other securities of any such company neither
shall such Trustee be liable to account for any profit made by him
thereby or in connection therewith.
18. (a) IN the event of the appointment of Trustees other than a body
corporate as sole Trustee:-
(i) the Trustees (which in this Clause shall include
the duly authorised officer of a body corporate which
is a Trustee) may at any time but shall at least once
in every year meet together for the despatch of
business and may adjourn and otherwise regulate their
meetings as they think fit and the Trustees may elect
one of their number to be chairman of their meeting
provided that in the event of equality of votes on
the election of a chairman he shall be chosen by
lots;
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(ii) all business brought before a meeting of the Trustees
shall be decided by a majority of the votes of the
Trustees present and voting thereon and, in the case of
equality of votes, the chairman of the meeting shall have
a second or casting vote;
(iii) a resolution in writing signed by all of the Trustees
shall be as effectual as if it had been passed at a
meeting of the Trustees and may consist of one or more
documents in similar form each signed by one or more of
the Trustees; and
(iv) two Trustees present at a meeting of the Trustees of which
notice has been given to all Trustees shall form a quorum.
(b) The Trustees shall cause proper minutes to be kept and entered in
a book provided for the purpose of all their resolutions and
proceedings and any such minutes shall be signed by the chairman
of the next succeeding meeting.
19. (a) Subject to sub-Clause 9(b) the Trustees may, in any
particular case or cases, decide not to commence or pursue
proceedings for the recovery of any moneys due to them from any
Participant and shall not be responsible for any loss incurred by
their so doing.
(b) Valid and effectual receipts and discharges for any moneys or
other property payable, transferable, or deliverable to the
Trustees or any of them may be given by a Trustee who is a body
corporate or by any one Trustee to whom such duty may have been
delegated pursuant to sub-Clause (d) below or by any person from
time to time nominated by the Company and authorised in writing
for the purpose by all the Trustees.
(c) The Trustees may from time to time appoint for the proper
administration and management of the Scheme such secretarial or
executive officers or staff or other persons as they consider
desirable and the Directors shall approve on such terms as they
think fit.
(d) The Trustees may from time to time in writing delegate any
business and the exercise of any of the duties imposed on them by
the Scheme to any one or more of their number.
(e) The Trustees may employ and pay for the services of such
registrars, solicitors or other professional or business advisers
as they consider desirable to advise on any business to be done
in connection with the Scheme or for the proper administration
and management of the Scheme or otherwise in connection
therewith.
(f) The Trustees may at any time cause any part of the trust property
to be deposited for safekeeping with any one or more of the
Trustees or any other persons (including any company or
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corporation) on behalf of the Trustees and may pay any expenses
in connection therewith.
(g) The Trustees shall not be liable or responsible for any loss to
the trust property which may be occasioned as a result of the
exercise of the foregoing powers except to the extent that such
loss arises as a result of any fraud, wilful default or
negligence on the part of such Trustees.
20. (a) THE Company with the concurrence of the Trustees may at any
time and from time to time, in the case of this Deed, by deed
supplemental hereto and, in the case of the Rules, by resolution
of the Directors modify, alter, amend or extend the Scheme in any
respect (such modification, alteration, amendment or extension
being referred to in this Clause as an "amendment") provided that
(i) no amendment shall alter to the disadvantage of a
Participant his rights in respect of any Scheme Shares
appropriated before the date of such amendment;
(ii) no amendment shall be made which would or might infringe
any rule against perpetuities or which could result in the
Scheme ceasing to be an employees' share scheme;
(iii) no amendment shall take effect unless the prior written
approval of the Revenue Commissioners to the Scheme as
amended thereby shall have first been obtained.
(b) The Directors may, by resolution, subject to proviso (ii) of
sub-Clause (a) of this Clause but notwithstanding the
remaining provisions of that sub-clause and without
otherwise obtaining the prior approval thereto of any other
person, modify or alter or amend the Scheme in any way which
may be necessary in order to secure the initial approval of
the Scheme by the Revenue Commissioners under Chapter IX of
Part I of the Act, and the Third Schedule to that Act.
21. THE Scheme and the trusts hereby created shall be determined on the
happening of either of the following:-
(i) the date on which the Directors resolve to terminate the Scheme
which they shall be entitled to do only on a date on which there
is no Scheme Share; or
(ii) the expiry of twenty one years after the death of the last
survivor of the issue living on the date of this Deed of the late
King of Xxxxxxx Xxxxxx VI.
22. Neither the Trustees nor any Participating Company shall be obliged to
perform any obligation under this Deed or the Rules to the extent that
such action would be contrary to any enactment or Exchange Control or
other regulation for the time being in force in Ireland.
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23. THIS Deed shall be governed by and construed in accordance with the Law
of Ireland.
IN WITNESS whereof the Deed has been sealed by each of the parties the day and
year first before written.
Present when the Common Seal of
APPLIED MATERIALS IRELAND LIMITED
was affixed hereto
_____________________________ Director
_____________________________ Director/Secretary
Present when the Common Seal of
XXXXXX FRASER PIC TRUSTEES LIMITED affixed hereto
_____________________________ Director
_____________________________ Director/Secretary
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THE FIRST SCHEDULE
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RULES OF THE
APPLIED MATERIALS PROFIT SHARING SCHEME
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1. DEFINITIONS
In these Rules and in the Trust Deed:-
(a) the following words and expressions shall have the following
meanings:-
"ACT" the Finance Xxx 0000 (as amended)
"APPROPRIATE PERCENTAGE" the meaning given to that
expression by Section 52(8) of the Act;
"APPROPRIATION DATE" in respect of any Scheme Share not being a
New Share, the date on which it is appropriated to an Eligible
Employee pursuant to Rule 3(f), and in respect of any New Share
the date on which it is deemed to have been appropriated pursuant
to Rule 5(c);
"APPROVED SCHEME" a scheme approved by the Revenue Commissioners
for the purposes of Chapter IX of Part I of the Act, and the
Third Schedule to that Act.
"AUDITORS" the auditors for the time being of the Company
or appointed by the Trustees with the consent of the
Company;
"CAPITAL RECEIPT" the meaning given to that expression by
Section 54 of the Act;
"COMPANY" Applied Materials Ireland Limited
"CORRESPONDING SHARES" the meaning given to that expression
by Section 55(3) of the Act;
"CUT-OFF DATE" 1st of November and 1st May in each year or such
other date or dates as the Company shall from time to time, with
the approval of the Revenue Commissioners decide;
"DIRECTORS" the board of directors for the time being of the
Company or a duly authorised committee appointed by them for the
purposes of administering the scheme;
"ELIGIBLE EMPLOYEE" at any Cut-Off Date any person who
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(i)(A) is and has been for at least 12 months ending on the
preceding Cut-Off Date a full time employee or director
of the Company; and
(B) is chargeable to tax under Schedule E in respect of that
office or employment;
or,
(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 any such person is not ineligible to become a
Participant by virtue of the provisions of Part III of the Third
Schedule to the Act.
"ENTITLEMENT" the amount of each Eligible Employee's entitlements shall
be determined in accordance with the Third Schedule hereto or on such
other basis as may, from time to time, be agreed in writing with the
Revenue Commissioners provided that
(i) an Eligible Employee shall only have such entitlement if he is
employed by a Participating Company on the relevant Appropriation
Date;
and
(ii) an Eligible Employee who, on the relevant Appropriation Date is
ineligible to participate by virtue of Part III of the Third
Schedule to the Act shall have no such entitlement;
"INITIAL MARKET VALUE" means the market value within the meaning of
Section 49 of the Capital Gains Act, 1975 of Ordinary Shares to be
appropriated on an Appropriation Date or such other date as may, from
time to time, be agreed in writing between the Revenue Commissioners and
the Trustee pursuant to Section 51(4) of the Act;
"INVITATION PERIOD" such period following the relevant Cut-Off Date as
the Directors shall prescribe for the purposes of Rule 2 for the
completion and return of contracts being not less than 14 days.
"LOCKED-IN VALUE" the meaning given to that expression by Section
53(2) of the Act;
"NEW SHARES" the meaning given to that expression by Section 55(3)
of the Act;
"ORDINARY SHARES" Common Stock of or such other security of the Parent
Company which satisfy the provisions of Part II of the Third Schedule to
the Act.
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"PARENT COMPANY" whose registered office is at 0000 Xxxxxx Xxxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 950543299 U.S.A.
"PARTICIPANT" an individual in respect of whom the beneficial
interest in Scheme Shares is held.
"PARTICIPATING COMPANY" any company being the Company or a Subsidiary
which is for the time being bound by the provisions of the Trust Deed
other than in its capacity as Trustee hereof;
"PERIOD OF RETENTION" the meaning given to that expression by
Section 52(5) of the Act;
"PROFIT SHARING PERIOD" any period not exceeding 12 months commencing on
a Cut-Off Date and ending on the next following Cut-Off Date.
"RELEASE DATE" the meaning given to that expression by Section
52(7) of the Act;
"RESIDUAL FUND" the meaning given to that expression by Clause
1(a)(iv) of the Trust Deed;
"RULES" the meaning given to that expression by Clause 1(a)(ii)
of the Trust Deed;
"SCHEME" the Scheme constituted by the Trust Deed of which these
Rules form part;
"SCHEME SHARE" any Share of Common Stock or other security of the Parent
Company which has been appropriated in accordance with Rule 3(f) or has
been deemed to have been appropriated in accordance with Rule 5(c) and
is for the time being held by the Trustees on behalf of a Participant;
"SUBSIDIARY" any subsidiary of the Company which is controlled by the
Company control being construed in accordance with Section 102 of the
Corporation Tax Act, 1976;
"TAXABLE AMOUNT"
(i) on a disposal of Scheme Shares pursuant to a direction given by a
Participant under Rule 4(a)(i), the Appropriate Percentage of
whichever is the lesser of the Locked-in Value of the Scheme
Shares so disposed of or an amount equal to the proceeds of
disposal;
(ii) on a transfer of Scheme Shares pursuant to a direction given by a
Participant under Rule 4(a)(ii), the appropriate percentage of
the Locked-in Value of the Scheme Shares so transferred;
(iii) in the case of a Capital Receipt, the amount chargeable to income
tax in accordance with the provisions of Section 54 of the Act;
"TAXES ACTS" the Income Tax Xxx 0000 and subsequent Finance Acts;
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"TRUST DEED" the trust deed constituting the Scheme to which these Rules
are scheduled together with these Rules and any modification and
variations thereto for the time being in force;
"TRUSTEES" the trustee or trustees for the time being of the
Scheme;
"YEAR OF ASSESSMENT" the meaning given to that expression by
Section I of the Taxes Act;
(b) words importing the singular shall include the plural and vice
versa and words importing the masculine shall include the
feminine;
(c) any reference to any statute (or a particular Chapter, Part or
Section thereof) shall mean and include any statutory
modification or re-enactment thereof for the time being in force
and any regulations made thereunder.
2. CONDITIONS OF PARTICIPATION
Each Eligible Employee shall, on each occasion on which the Directors
intend to operate the Scheme, be offered participation in the Scheme as
soon as is practicable after the relevant Cut-Off Date provided that on
such Cut-Off Date such Eligible Employee is an employee of a
Participating Company. If he shall accept such offer he shall be
required to complete a form of acceptance and contract of participation
in the form set out in the Second Schedule to the Trust Deed (or such
Schedule as amended from time to time with the concurrence of the
Trustees and the prior written approval of the Revenue Commissioners)
(the "contract") which will confirm that he wishes to participate in
respect of the relevant Appropriation Date. The contract shall be
addressed to the Directors and the Trustees not later than the expiry of
the Invitation Period. An Eligible Employee shall not be entitled to an
Appropriation of Scheme Shares unless he has completed a contract in
respect of the relevant Appropriation Date.
The signed contract shall bind each Eligible Employee in contract with
the Company and the Trustees in accordance with its terms in
consideration of any subsequent appropriation to him of Scheme Shares
unless he shall have previously varied its terms by notice in writing
addressed to the Company and the Trustees.
3. ALLOCATION, ACQUISITION OF SHARES AND APPROPRIATION
(a) As soon as practicable following the Cut-Off Dates in each year
in which the Directors intend to operate the Scheme the Directors
shall determine the amount (if any) of the Entitlements.
(b) Each Participating Company shall as soon as practicable
after the expiry of the Invitation Period to which the
Entitlements relate pay to the Trustees the appropriate
aggregate amounts due following the completion and return of
contracts in accordance with Rule 2 by Eligible Employees
employed by it less any amount of the
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Residual Fund which the Directors shall have directed the
Trustees to apply in the acquisition of Ordinary Shares for
appropriation to such Eligible Employees and any Ordinary Shares
forming part of the Residual Fund which the Directors shall have
directed the Trustees to appropriate to such Eligible Employees.
(c) As soon as reasonably practicable after the receipt from the
Participating Companies of the amounts referred to in
paragraph (b) of this Rule the Trustees will apply the
aggregate of such amounts together with any amount of the
Residual Fund directed by the Directors to be so applied in
accordance with paragraph (b) of this Rule in the
acquisition of Ordinary Shares for appropriation and
allocation of Ordinary Shares for appropriation to each such
Eligible Employee in accordance with the provisions of this
Rule on the basis that the aggregate Initial Market Value of
the Ordinary Shares appropriated to him is as nearly as
possible pro rata to the amount of his Entitlement that has
been paid to the Trustees. Provided that in the case of
any Eligible Employee neither the total of the Entitlements
nor the aggregate Initial Market Value of Scheme Shares
appropriated to him in any Year of Assessment shall exceed
the amount for the time being specified as being the limit
on individual appropriations for the purposes of paragraph
1(4) of the Third Schedule to the Act.
(d) Where the Trustees are unable to acquire sufficient Ordinary
Shares by the purchase or subscription of Ordinary Shares as
directed by the Directors to satisfy in full appropriations
pursuant to Rule 3 (c) the Trustees shall reduce the
appropriations pro-rata.
(e) If the basis on which the Ordinary Shares are appropriated
would otherwise give rise to the appropriation of a fraction
of an Ordinary Share the Trustees shall round such
appropriation up or down to the next whole Ordinary Share
as they in their absolute discretion think fit. In the
event that a portion of the Ordinary Shares acquired by the
Trustees carries the right to receive any dividends which
have been declared the Trustees shall appropriate those
dividends among Eligible Employees in the same proportions
as provided in paragraph (c) of this Rule.
(f) The Trustees shall appropriate the Ordinary Shares so acquired on
one day within thirty days of the expiry of the Invitation
Period.
(g) To the extent that the Trustees have not applied the whole of the
amount received by them in the acquisition of Ordinary Shares in
accordance with paragraph (c) of this Rule within thirty days of
the expiry of the Invitation Period they shall pay the balance
thereof to the Participating Companies who provided the same.
(h) The Trustees shall at the discretion of the Directors either sell
for the best consideration in money reasonably obtainable at the
time
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any Ordinary Shares which they do not appropriate under this Rule
and retain the net proceeds of sale or retain such Ordinary
Shares as part of the Residual Fund.
(j) If following the date on which the Trustees are entered on the
Company's register of members but before the Appropriation Date
of any Ordinary Shares the Trustees shall become entitled in
respect of such shares to either -
(i) any dividends or other distribution; or
(ii) any other rights to be allotted securities in the
Company (other than an issue of capitalisation shares
of the same class as Ordinary Shares then held by the
Trustees pending an appropriation which
capitalisation shares shall be retained by the
Trustees and shall form part of the Ordinary Shares
to be appropriated) they shall use their best
endeavours to sell those rights for the best
consideration in money reasonably obtainable at the
time and the Trustees shall retain the proceeds as
part of the Residual Fund.
(k) No Ordinary Shares shall be appropriated to any Eligible Employee
after a date five years prior to the expiry of the period
specified in Clause 21 (ii) of the Trust Deed or other such
earlier date as the Directors by resolution decide.
(l) The Directors may determine at any Cut-Off Date that there shall
be no Entitlements and may so decide at any subsequent Cut-Off
Date.
4. CONDITIONS OF RETENTION AND DISPOSAL
(a) Scheme Shares shall subject as hereinafter provided in this Rule
be held by the Trustees until the date on which the Participant
concerned directs the Trustees:-
(i) to sell Scheme Shares; or
(ii) to transfer the legal ownership of Scheme Shares to
himself;
provided that as soon as may be practical following the Release
Date applicable thereto the Trustees will transfer the legal
ownership of Scheme Shares to the Participant.
(b) A Participant shall not be entitled to give any direction under
paragraph (a) of this Rule or to assign or charge or otherwise
dispose of his beneficial interest in any Scheme Shares before
the end of the Period of Retention applicable to such Scheme
Shares except in the circumstances mentioned in Sections 52(3)
(a), (b) or (c) of the Act.
(c) Subject to paragraph (b) of this Rule during the Period of
Retention, the Trustees shall disregard any direction given
in respect of the disposal or transfer of a Participant's
Scheme Shares
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and shall not be required or bound to act in accordance therewith
if to their knowledge such Participant is or would following
implementation of such direction be in breach of his obligations
in respect of such Scheme Shares under paragraph (b) of this
Rule.
5. RIGHTS ISSUE OR REORGANISATION
(a) In the event of the Parent Company proposing to make a rights
issue in respect of any class of its share capital which includes
Scheme Shares, the Trustees shall, immediately upon receipt of
the offer from the Parent Company, notify each Participant of the
following options in respect of the Scheme Shares held by the
Trustees on his behalf:-
(i) to instruct the Trustees to exercise the rights in respect
of all his Scheme Shares provided that such instruction is
accompanied by payment in cash of the amount necessary to
exercise such rights; or
(ii) to instruct the Trustees to exercise the rights in respect
of some only of his Scheme Shares and to dispose of the
rights nil paid in respect of the remainder and either
(A) to pay to the Trustees any amount in excess of the
amount of the disposal proceeds necessary to
exercise such rights; or
(B) to instruct the Trustees to pay to him any amount
of the disposal proceeds in excess of the amount
necessary to exercise such rights; or
(iii) to instruct the Trustees to dispose of the rights
nil paid in respect of all his Scheme Shares and pay
the proceeds to the Participant. The Participant
shall instruct the Trustees accordingly within any
period of time specified by the Trustees and shall,
if appropriate, pay to the Trustees in cash any
amounts necessary in order to carry out such
instructions. The Trustees shall subject to receipt
of the cash as aforesaid carry out the instructions
of the Participants within the period of time
allowed by the Parent Company, or as the case may
be, the Company for exercise of the rights. If a
Participant shall fail to give any direction to and
shall not otherwise have authorised the Trustees,
they shall sell all rights in respect of the
Participants Scheme Shares nil paid and pay the
proceeds to that Participant.
(b) In the event of an offer being made or a transaction being
proposed in any of the circumstances described in Section 52(3)
(a), (b) or (c) of the Act, the Trustees shall forthwith notify
each Participant and shall act in accordance with the
instructions of the Participant
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in dealing with his Scheme Shares and in the absence of any such
instructions shall take no action.
(c) Any New Shares allotted to the Trustees pursuant to paragraphs
(a) or (b) of this Rule or on a capitalisation issue shall be
deemed to have been appropriated to a Participant on the
Appropriation Date of the Scheme Shares in respect of which they
were allotted.
(d) In the event that any Participant shall on the Trustees
receiving any securities as provided in this Rule be
entitled in respect of his Scheme Shares to a fraction of
any such security, the Trustees shall use their best efforts
to sell such securities as represent the aggregate of the
fractions so arising and shall distribute the proceeds of
sale (after deducting any expenses of sale and any taxation
which may be payable by the Trustees in respect thereof) to
the Participants concerned provided that any such
entitlement which is less than IR(pound)1 shall be retained by
the Trustees and held as part of the Residual Fund.
6. PAYMENTS AND TRANSFERS TO PARTICIPANTS
(a) If any amount falls to be paid to a Participant prior to the
Release Date in respect of his Scheme Shares being:-
(i) the proceeds of a sale of Scheme Shares pursuant
to a direction given by the Participant under Rule
4(a)(i); or
(ii) a Capital Receipt
the Trustees shall pay such amount to the
Participant.
(b) If a Participant directs the Trustees to transfer the ownership
of any Scheme Shares to himself pursuant to Rule 4(a)(ii) before
their Release Date, he shall pay to the Trustees, before the
transfer takes place, a sum equal to income tax at the standard
rate on the Taxable Amount at the time of the direction.
(c) If, following a company reconstruction as defined in Section
55(1) of the Act, the Trustees are allotted any shares or other
securities which are not New Shares they shall forthwith transfer
the same to the Participant.
(d) Any stamp duty involved in any transfer of Scheme Shares or other
shares or securities by the Trustees into the name of the
Participant concerned shall be payable in the case of
(i) a transfer as referred to in Rule 4(a); or
(ii) a transfer following the death of a Participant; or
(iii) a transfer as referred to in paragraph (c) of this Rule
by the Trustees out of the Residual Fund or in the case of a
deficiency out of funds made available for the purpose by the
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Participant's Participating Company and, in any other case, shall
be payable by the Participant concerned.
7. REPURCHASE BY TRUSTEES
(a) At the time a Participant directs the Trustees to dispose of any
Scheme Shares the Trustees may offer to purchase the beneficial
interest in such Scheme Shares from the Participant at the best
consideration in money that can reasonably be obtained at the
time of the sale and such disposal shall for the purposes of Rule
7 be regarded as a disposal in accordance with Rule 4(a)(i).
(b) If, at the time of the proposed purchase of Scheme Shares
under paragraph (a), the Trustees do not have sufficient
funds to purchase such Scheme Shares they may apply to any
Participating Company for such funds. If any funds are so
provided by a Participating Company they shall reduce pro
tanto the liability of the Participating Company making that
payment in respect of the payment to be made by that
Participating Company pursuant to Rule 3 following the next
Invitation Period.
(c) The Trustees shall hold any Ordinary Shares purchased pursuant to
paragraph (a) upon trust for appropriation to Eligible Employees
employed by the Participating Company which provided the funds
used in the purchase of such Ordinary Shares and, subject
thereto, shall hold such Ordinary Shares as part of the Residual
Fund.
8. PAYMENT OF DIVIDENDS
Any dividends paid by the Parent Company to the Trustees in respect of
Scheme Shares shall be forwarded to the Participants on whose behalf the
Trustees hold such Scheme Shares together with particulars of the
related tax credit or where appropriate tax voucher.
9. GENERAL MEETINGS OF THE PARENT COMPANY AND VOTING RIGHTS
Participants have no right to attend or vote at a General Meeting of the
Parent Company. The voting rights in respect of Scheme Shares shall, on
a poll, be exercised only in accordance with any directions in writing
by the Participants concerned to the Trustees. In the absence of any
such direction, the Trustees shall abstain from voting.
10. NOTICES
(a) All notices required to be given to a Participant by the Trustees
under the Scheme shall be in writing and shall either be
delivered to the Participant at his place of work or be sent by
post to the address shown on the records of the Trustees or of
the Participating Company by which such Participant is employed.
Any notice or document, sent by post as aforesaid, shall be
deemed to have been received on the expiry of 48 hours from the
time at which it was posted and to prove such service it shall be
sufficient
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to prove that the envelope containing the notice or document was
properly pre-paid, addressed and put into the post.
(b) Any notice or document delivered or sent by the Trustees in
the manner described in paragraph (a) of this Rule shall be
deemed for all purposes to have been sufficiently served on
the Participant and all persons claiming through or under
such Participant and accordingly service in manner aforesaid
shall operate to exonerate the Trustees from all or any
liability for the non-receipt by a Participant or other
person as aforesaid of any such notice or document.
(c) To be valid any direction to the Trustees in respect of a
Participants Scheme Shares must be given in writing by or on
behalf of such Participant and shall be effective only when it is
received by the Trustees and shall be subject to Rule 4(b).
(d) A direction once duly given and received as mentioned in
paragraph (c) of this Rule and subject to Rule 4(b) shall be
carried out by the Trustees as soon as practicable in accordance
with its terms unless prior to their acting in respect thereof
the Trustees receive written notice from the Participant revoking
the direction.
The Trustees shall incur no liability to a Participant if they
fail to act upon a direction or revocation which purports to have
been duly given as aforesaid but which had not been received by
them.
11. THE AUDITORS
In giving any advice or opinion or in determining any value or making
any adjustment or calculation under the Scheme, the Auditors shall be
deemed to be acting as experts and not as arbitrators.
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THE SECOND SCHEDULE
------------------------
APPLIED MATERIALS PROFIT SHARING SCHEME
---------------------------------
Date
Dear
The enclosed Outline gives details of the Applied Materials Profit Sharing
Scheme ("xxx Xxxxxx"). As an employee of Applied Materials Ireland Limited you
may be entitled to participate in the Scheme. You should read the booklet
carefully and decide whether you wish to participate.
PARTICIPATION IN THE SCHEME
In order to participate in the Scheme you should complete the attached contract
of participation indicating your wish to participate.
Yours sincerely
FOR AND ON BEHALF OF APPLIED MATERIALS IRELAND LIMITED
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FORM OF ACCEPTANCE AND AGREEMENT
AND CONTRACT OF PARTICIPATION
TO: APPLIED MATERIALS IRELAND LIMITED
and
TO: XXXXXX FRASER PIC TRUSTEES LIMITED
as Trustees of the Share Participation Scheme
FROM: FIRST NAME(S) _________________________________
(Mr./Mrs./Miss)
SURNAME _________________________________
Please print in
Block Capitals
ADDRESS: _________________________________
_________________________________
_________________________________
EMPLOYEE NO: _________________ RSI NO:_______________
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APPLICATION FOR SCHEME SHARES
1. (a) I wish to allocate the following amount of my entitlement to
acquire shares under the rules of the Applied Materials Profit Sharing
Scheme.
Insert Amount
(b) I have elected to forego salary and wish to apply (pound) (insert
amount) to increase my entitlement to shares. The amount cannot exceed
the amount in (a) above or 7.5% of salary, whichever is less.
2. I confirm that I have read the booklet and enter into the attached
contract in the full knowledge that the decision is my own
responsibility and that Applied Materials Ireland Limited can accept no
responsibility for the performance of the consequent investment. I
understand an investment in shares can go down as well as up.
3. CONTRACT OF PARTICIPATION
In consideration of my participation in the Applied Materials Profit
Sharing Scheme and of any appropriation to me of Schemes Shares in
accordance with the provisions of the Scheme I bind myself in contract
with the Company and I agree to be bound by the Rules of the Scheme and
in particular:-
(a) to permit Scheme Shares appropriated to me to be held by the
Trustees throughout the applicable Period of Retention;
(b) not to assign, charge or otherwise dispose of my beneficial
interest in the said Scheme Shares during the Period of
Retention;
(c) not to direct the Trustees to dispose of the said Scheme Shares
before the applicable Release Date in any other way except as
mentioned in paragraph (d) or by sale for the best consideration
in money that can reasonably be obtained at the time of the sale;
and
(d) if I direct the Trustees to transfer the ownership of any of the
said Scheme Shares into my name before the applicable Release
Date, to pay the Trustees, before the transfer takes place, a sum
equal to the income tax (if any) then payable at the standard
rate on the Appropriate Percentage of the Locked-In Value of the
said Shares at the time of the direction as notified to me by the
Trustees.
4. I accept that the dividend tax voucher which I will receive from the
Trustees in respect of any of my Scheme Shares will be in full
satisfaction of any rights I have to a tax deduction certificate from
the Trustees.
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5. I hereby direct the Trustees, in the absence of any further direction
from me, in the event of a rights issue to sell all rights in respect of
my Scheme shares nil paid and pay the proceeds to me and in the event of
any other offer or transaction in respect of my Scheme shares take such
action, if any, as will not require me to put the Trustees in funds.
6. I undertake to notify the Trustees of any change in my address.
7. I understand that this contract will bind me in respect of any
subsequent appropriation of Scheme Shares unless I shall have previously
varied its terms by notice in writing addressed to the Company and the
Trustees.
Signed: ________________________________
Date: ________________________________
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APPLIED MATERIALS
SALARY FOREGOING ELECTION LETTER
To: Personnel/Payroll Dept.
I wish to forego salary in order to increase my entitlement to shares under the
above Scheme. I understand that the amount I elect to forego will be retained by
the company for application to shares at the time my bonus is also so applied
and note that the amount I forego cannot exceed the amount I apply to shares
from bonus or, if less, 7.5% of basic salary.
I HAVE READ AND UNDERSTOOD THE BOOKLET EXPLAINING THE SHARE PARTICIPATION SCHEME
AND UNDERSTAND THAT ANY ELEMENT OF FOREGONE SALARY IS NOT REGARDED BY THE
REVENUE COMMISSIONERS AS EARNINGS FOR TAX OR PENSION PURPOSES.
I WISH TO FOREGO (POUND) (INSERT AMOUNT) PER WEEK/FORTNIGHT/MONTH (DELETE AS
APPROPRIATE).
NAME___________________________________________(BLOCK CAPITALS PLEASE)
EMPLOYEE NO.______________________
I ACKNOWLEDGE THE ABOVE AND HEREBY AUTHORISE THE COMPANY TO RETAIN THE ABOVE
AMOUNT.
SIGNED_____________________________ EMPLOYEE NO.___________
DATE___________________________
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EMPLOYEE BOOKLET OUTLINE
APPLIED MATERIALS PROFIT SHARING SCHEME
BACKGROUND
----------
WHAT IS THE PURPOSE OF THE SCHEME?
The idea behind a Profit Sharing Scheme is to enable employees to become
shareholders in the business. This can be done in a tax free manner by using
your bonus entitlement under the Cash Profit Sharing Plan plus, if you wish,
foregoing up to 7.5% of basic salary. It is a condition that the amount of
salary you elect to forego cannot exceed the amount of bonus which you allocate
to shares. The overall limit on the value of shares that can be allocated to an
individual in any tax year is IR(pound)10,000 at present.
WHAT ARE THE ADVANTAGES?
There are two main benefits of joining the Share Participation Scheme namely:-
(i) As a shareholder, you share in the success of the business through growth
in the value of your shares, although you should be aware that the value
of your shares can fall as well as rise;
(ii) You are not taxed on the value of your shares until you sell or otherwise
dispose of them and, even then, you may be assessed at a reduced rate or
you may not have to pay any tax at all on the deal. Tax liability is
therefore determined at the stage at which you dispose of your shares.
MEMBERSHIP
----------
WHO CAN JOIN?
You are eligible for membership of the Scheme if you are an employee of Applied
Materials Ireland Limited and will have been so employed for a period of at
least one year on the 1st of May or 1st December preceding the date of
allocation of shares and who have been allocated a bonus by the Company.
WHAT SHARES ARE USED?
The shares which will be allocated to you will be shares in the parent company,
Applied Materials Inc. which is a quoted public company.
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HOW DO I BECOME A MEMBER?
You should complete and return the application form at the back of this leaflet,
indicating the amount of your bonus entitlement you wish the company to forward
to the trustees of the Scheme to purchase shares on your behalf. You can also
elect to forego salary and apply it to shares also provided it does not exceed
the bonus utilised for shares or 7.5% of salary whichever is less. To join you
must also complete the application form and Contract of Participation agreeing
to the terms of the Scheme.
WHAT HAPPENS THEN?
The shares will be purchased on your behalf, on such date and at such price as
determined by the Trustees in their sole discretion. The shares so purchased
will be held in trust for you until you decide to dispose of them. While you are
a shareholder, you may receive dividends which are subject to Irish Income Tax.
DISPOSAL OF SHARES
------------------
WHEN CAN I SELL MY SHARES?
It is a condition of the Scheme that shares may not be sold, pledged,
transferred, or dealt with in any way for at least two years after they have
been allocated to you. The only exceptions to this are in cases of death,
disability or redundancy.
WHAT HAPPENS AFTER TWO YEARS?
After two years you may sell your shares, have them transferred into your own
name or transfer them to another person, subject to payment of income tax at
your normal rate. You may, on the other hand, prefer to leave them in trust for
another while.
TAXATION
--------
WHAT INCOME TAX IS PAID?
You may be assessed to tax when you decide to dispose of your shares. The amount
on which you will be assessed will depend on how long you have left your shares
in trust and will be based on the value of the shares when they were allocated
to you rather than their value on the date of disposal (unless this is lower).
The amount on which you will be taxed is according to the following scale:
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NO. OF YEARS SINCE PERCENTAGE OF INITIAL VALUE ON
ALLOCATION WHICH TAX IS CHARGED
Less than 2 years Cannot be disposed
2 - 4 years 100%
4 - 5 years 75%
Over 5 years Nil
The following example illustrates how this works:-
(a) Shares valued at (pound)500 allocated on 1st July, 1996. Shares sold in
July 2000 for (pound)600. Members marginal tax rate is 48%.
Tax Treatment of Treatment of
Share Scheme Equivalent Salary
Gross entitlements
on 1st July 1996 (pound)500 (pound)500
Income Tax 1996/97 - (pound)240
Gross receipt for sale
of Shares in July 2000 (pound)600 -
Income Tax 2000/01
(0.75 x(pound)500 x 48%) (pound)180 -
---------- ----------
Net Receipts (pound)420 (pound)260
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(b) Shares valued at (pound)500 allocated on 1st July 1996. Shares sold in
July 2001 for (pound)600. Member's marginal tax rate is 48%.
Tax Treatment of Treatment of
Share Scheme Equivalent Salary
Gross entitlements
on 1st July 1996 (pound)500 (pound)500
Income Tax 1996/97 - (pound)240
Gross receipts for sale
of Shares in July 2001 (pound)600 -
Income Tax 2001/02 - -
---------- ----------
Net Receipts (pound)600 (pound)260
This illustration does not take account of PRSI and also any Capital Gains Tax
liability which may arise on a disposal, is ignored but is mentioned below.
WILL I RECEIVE DIVIDENDS?
Applied Materials does not pay dividends at present but in the event of any
dividends being paid in respect of shares which have been allocated to yourself
they will be forwarded to you net of standard rate of income tax (27% for year
beginning 6th April 1996) by the Trustees. You will also be sent a tax voucher
by the Trustees certifying that the standard rate of income tax has already been
deducted.
Depending on your top rate of tax, you may be liable to pay further tax on
dividends and in any event you are obliged to include details of the dividends
received and tax withheld on your tax returns.
WHAT HAPPENS IF I DIE
In the event of the death of a member, his or her shareholding will be
transferred by the Trustees to the estate of the deceased participant. No income
tax is charged, regardless of how long the shares have been held in trust.
WHAT IF I LEAVE THE COMPANY?
If you leave the service through redundancy, disablement or on retirement at age
66, you may dispose of your shares, even within 2 years of allocation. Income
tax will be charged on 50% of the initial value of the shares if it has been
less than 5 years since they were allocated. Leaving
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service for any other reason will have no effect whatsoever on your rights or
obligations with regard to the shares held by the Trustees under the terms of
the Scheme.
ARE THERE ANY OTHER TAXES?
Any profits on the sale of shares may be liable to Capital Gains Tax. The
current annual exemption for CGT purposes is (pound)1,000 for a single person,
(pound)2,000 for a married Couple. It is only if your profits ( on all disposals
including share disposals ) as calculated for CGT purposes exceeds these limits
that liability to this tax arises.
WHAT IS SALARY FOREGOING?
The Revenue will allow you to match the amount of bonus which you apply to
shares with an amount in respect of salary foregone. This amount cannot exceed
7.5% of your salary or the amount of your bonus whichever is less. The amount of
salary foregone cannot be regarded as pay for tax purposes.
COMPANY REORGANISATION
Applied Materials Inc. may, at some time in the future, restructure its shares
as occasionally occurs with large corporations.
If this should occur you will be given full details of your rights under the
scheme and the consequential tax position.
PLAN STRUCTURE
Who are the Trustees?
Xxxxxx Xxxxxx PIC Trustees Limited will act as Trustees of the scheme. They will
be responsible for the management and administration of the scheme and will look
after your interests as a shareholder.
CAN THE SCHEME BE AMENDED OR TERMINATED?
If the Scheme is well received by employees the company would hope to keep it in
operation for an indefinite period. However, if it proves necessary for legal or
commercial reasons in the future, to alter some of the scheme rules or to
terminate the scheme, you will be fully informed of all developments.
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THE THIRD SCHEDULE
APPLIED MATERIALS PROFIT SHARING SCHEME
------------------------------------------
BASIS OF CALCULATION OF ENTITLEMENTS
1. The entitlement of each Eligible Employee under the Scheme shall be
calculated as such total amount, if any, as the Directors shall allocate
for a Profit Sharing Period shared amongst the Eligible Employees in the
proportion that each Eligible Employee's basic gross salary at the
previous 31st December bears to the total of the basic gross salary for
all Eligible Employees entitled to Shares on that Appropriate Date.
2. Each Eligible Employee shall have the option to apply between 1% and 7
1/2% of basic gross salary towards shares under the Scheme subject to this
application not exceeding the amount applied to shares under 1. above. In
the event of an employee availing of this option his entitlement shall be
increased by such amount.
Provided that, in the case of any Eligible Employee the total of the
Entitlements in shares in any Year of Assessment shall not exceed the
amount for the time being specified as being the limit on individual
appropriations for the purposes of paragraph 1(4) of the Third Schedule to
the Act.
40
