Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) As previously disclosed, on August 23, 2022, Ali Salehpour, then Senior Vice
President, Services, Display and Flexible Technology of Applied Materials, Inc.
("Applied" or the "Company"), notified Applied of his intent to retire from the
Company in January 2023. On September 23, 2022, the Company and Mr. Salehpour
entered into a separation agreement and release (the "Agreement") in connection
with his retirement from the Company.
Pursuant to the terms and conditions of the Agreement and until his separation,
Mr. Salehpour will serve as an Advisor to the Company's Chief Executive Officer.
In this role, Mr. Salehpour will continue to receive the compensation and
benefits in effect prior to his announced retirement, including salary,
continued eligibility for fiscal year 2022 bonus, and continued vesting in his
outstanding equity awards on the same terms, schedule and conditions as set
forth in the grant agreements governing such awards.
Subject to certain conditions set forth in the Agreement, including the
execution of a supplemental release of claims, Mr. Salehpour will be entitled to
receive a lump-sum cash payment of $655,000, less applicable payroll tax and
other required withholdings, on the one-year anniversary of his separation.
Mr. Salehpour's right to receive the cash payment will end if he engages in a
disqualifying activity (as defined in the Agreement) on or prior to the one-year
anniversary of his separation, or otherwise breaches certain confidentiality,
non-disparagement or other obligations under the Agreement. The Agreement also
provides for payment of an additional amount equal to approximately 18 months of
the monthly premium cost under COBRA for Mr. Salehpour and his dependents.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Separation Agreement and Release, dated as of September 23, 2022, by
and between Ali Salehpour and Applied Materials, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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