0001193125-09-238505 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: APPLIED MATERIALS, INC., a Delaware corporation; JUPITER ACQUISITION SUB, INC., a Montana corporation; and SEMITOOL, INC., a Montana corporation Dated as of November 16, 2009

Merger Agreement • November 19th, 2009 • Applied Materials Inc /De • Semiconductors & related devices • Montana

• Contract Type
  Merger Agreement
• Filed
  November 19th, 2009
• Company
  Applied Materials Inc /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Montana

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of November 16, 2009, by and among: APPLIED MATERIALS, INC., a Delaware corporation (“Parent”); JUPITER ACQUISITION SUB, INC., a Montana corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and SEMITOOL, INC., a Montana corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

NONCOMPETITION AGREEMENT

Noncompetition Agreement • November 19th, 2009 • Applied Materials Inc /De • Semiconductors & related devices • Delaware

• Contract Type
  Noncompetition Agreement
• Filed
  November 19th, 2009
• Company
  Applied Materials Inc /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS NONCOMPETITION AGREEMENT is being executed and delivered as of November 16, 2009, by LARRY MURPHY (“Shareholder”), in favor of, and for the benefit of: APPLIED MATERIALS, INC., a Delaware corporation (“Parent”), and the other Beneficiaries. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 14.

CONSULTING AGREEMENT

Consulting Agreement • November 19th, 2009 • Applied Materials Inc /De • Semiconductors & related devices • Delaware

• Contract Type
  Consulting Agreement
• Filed
  November 19th, 2009
• Company
  Applied Materials Inc /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS CONSULTING AGREEMENT, dated as of November 16, 2009 (this “Agreement”), by and between APPLIED MATERIALS, INC. (the “Company”), a Delaware corporation, and Raymon F. Thompson (the “Consultant”).

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • November 19th, 2009 • Applied Materials Inc /De • Semiconductors & related devices • Montana

• Contract Type
  Tender and Support Agreement
• Filed
  November 19th, 2009
• Company
  Applied Materials Inc /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Montana

THIS TENDER AND SUPPORT AGREEMENT, dated as of November 16, 2009 (this “Agreement”), is among APPLIED MATERIALS, INC., a Delaware corporation (“Parent”), JUPITER ACQUISITION SUB, INC., a Montana corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the individual or entity listed on Schedule A hereto (the “Shareholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Acquisition Sub and SEMITOOL, INC., a Montana corporation (the “Company”).