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EXHIBIT 4.2
APPLIED MATERIALS, INC.
1995 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Applied Materials, Inc. (the "Company") hereby grants you, [NAME OF
EMPLOYEE] (the "Employee"), a stock option under the Company's 1995 Equity
Incentive Plan (the "Plan"), to purchase shares of common stock of the Company.
The date of this Agreement is [DATE]. Subject to the provisions of Appendix A
(on the reserve side of this agreement) and of the Plan, the principal features
of this option are as follows:
MAXIMUM NUMBER OF SHARES
PURCHASABLE WITH THIS OPTION: [NUMBER] PRICE PER SHARE: $[NUMBER]
SCHEDULED VESTING DATES: NUMBER OF SHARES
[DATE] [NUMBER]
[DATE] [NUMBER]
[DATE] [NUMBER]
[DATE] [NUMBER]
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
OPTION TERMINATION AFTER TRIGGERING EVENT
Termination of Employment (except as shown below) 15 days
Termination of Employment due to Retirement
(age 65 or over) 6 months
Termination of Employment due to Disability 6 months
Termination of Employment due to Death 1 year
[NUMBER] Years after Grant Date None
IMPORTANT:
IT IS YOUR RESPONSIBILITY TO EXERCISE THIS OPTION BEFORE IT EXPIRES.
Your signature below indicates your agreement and understanding that
this option is subject to all of the terms and conditions contained in Appendix
A and the Plan. For example, important additional information on vesting and
termination of this option is contained in paragraphs 1 and 2 of Appendix A.
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND
CONDITIONS OF THIS OPTION.
APPLIED MATERIALS, INC. EMPLOYEE
-------------------------- --------------------------
[Title] [Name]
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APPENDIX A
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
1. Vesting Schedule. This option is scheduled to become exercisable as
to [NUMBER]% of the shares subject to this option on the first anniversary of
the date of this Agreement and as to an additional [NUMBER]% on each succeeding
anniversary, until the right to exercise this option has accrued as to 100% of
the shares subject to this option. However, THE COMMITTEE, IN ITS SOLE
DISCRETION, MAY LENGTHEN OR SHORTEN THE PRECEDING VESTING SCHEDULE IF THE
COMMITTEE DETERMINES THAT THE EMPLOYEE'S POSITION, GRADE LEVEL, OR
RESPONSIBILITIES HAVE CHANGED SIGNIFICANTLY. No change in the vesting schedule
will (a) affect any shares which previously became exercisable, or (b) reduce
the maximum number of shares subject to this option. On any scheduled vesting
date, vesting actually will occur only if the Employee is employed by the
Company or an Affiliate on such date.
2. Termination of Option. In the event of the Employee's Termination of
Service (employment) for any reason other than Retirement, Disability or death,
the Employee may, within fifteen (15) days after the date of the Termination, or
within [NUMBER] years from the date of this Agreement, whichever shall first
occur, exercise any vested but unexercised portion of this option. In the event
of the Employee's Termination of Service due to Retirement or Disability, the
Employee may, within six (6) months after the date of such Termination, or
within [NUMBER] years from the date of this Agreement, whichever shall first
occur, exercise any vested but unexercised portion of the option.
3. Death of Employee. In the event that the Employee dies while an
employee of the Company or an Affiliate or during the fifteen (15) day or six
(6) month periods referred to in Paragraph 2 above, the Employee's designated
beneficiary or beneficiaries, or if no beneficiary survives the Employee, the
administrator or executor of the Employee's estate, may, within one (1) year
after the date of death, or within [NUMBER] years from the date of this
Agreement, whichever shall first occur, exercise any vested but unexercised
portion of this option. Any such transferee must furnish the Company (a)
evidence satisfactory to the Company to establish the validity of the transfer
of the option, and (b) written acceptance of the terms and conditions of this
option as set forth in this Agreement.
4. No Effect on Employment. The Employee's employment with the Company
and its Affiliates is on an at-will basis only. Accordingly, the terms of the
Employee's employment with the Company and its Affiliates shall 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 shall 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.
5. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement shall be addressed to the Company, in care of Stock
Administration, at Applied Materials, Inc., X.X. Xxx 00000, Xxxxx Xxxxx, XX
00000, or at such other address as the Company may hereafter designate in
writing.
6. Option is Not Transferable. Except as provided in Paragraph 3 above,
this option and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this option and the rights and privileges conferred hereby
immediately shall become null and void.
7. Conditions to Exercise. The exercise price for this option must be
paid in the legal tender of the United States or, in the Committee's discretion,
in shares of the Company's common stock. No partial exercise of this option may
be made for fewer than ten (10) shares. Exercise of this option will not be
permitted until satisfactory arrangements have been made for the payment of the
appropriate amount of withholding taxes (as determined by the Company).
8. Plan Governs. This Agreement is subject to all 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
shall govern. Terms used and not defined in this Agreement shall have the
meaning set forth in the Plan. This option is not an incentive stock option as
defined in Section 422 of the Internal Revenue Code.
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