AGREEMENT AND PLAN OF MERGER among: Applied Materials, Inc., a Delaware corporation; Blue Acquisition, Inc., a Colorado corporation; and Applied Films Corporation, a Colorado corporation Dated as of May 4, 2006Merger Agreement • August 31st, 2006 • Applied Materials Inc /De • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger is made and entered into as of May 4, 2006, by and among Applied Materials, Inc., a Delaware corporation (“Parent”), Blue Acquisition, Inc., a Colorado corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Applied Films Corporation, a Colorado corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
APPLIED MATERIALS, INC. NON-QUALIFIED STOCK OPTION GRANT AGREEMENT (“Agreement”)Non-Qualified Stock Option Grant Agreement • August 31st, 2006 • Applied Materials Inc /De • Semiconductors & related devices • California
Applied Materials, Inc. (the “Company”) hereby grants you, [EMPL_NAME] (the “Employee”), an Option under the Company’s Employee Stock Incentive Plan (the “Plan”) to purchase shares of common stock of the Company. The date of this Agreement is [GRANT_DT] (the “Grant Date”). The terms used and not defined in this Agreement have the meaning set forth in the Plan. Subject to the provisions of the Terms and Conditions of the Non-Qualified Stock Option Grant Agreement (the “Terms and Conditions”), which constitute part of this Agreement and of the Plan, the principal features of this Option are as follows:
APPLIED MATERIALS, INC. PERFORMANCE SHARES AGREEMENTPerformance Shares Agreement • August 31st, 2006 • Applied Materials Inc /De • Semiconductors & related devices • California
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:
