APPLIED MATERIALS INC DE

We compensate ournon-employee directors for their service on the Board with a combination of cash and equity awards. Directors who are employees of Applied do not receive any compensation for their service as directors.

Retainer and Meeting Fees

Eachnon-employee director receives an annual cash retainer for their service on the Board, as well as additional cash retainers if they serve as the Chair of the Board, as a member of a committee, or as the chair of a committee. Annual retainers are paid quarterly and are prorated based on the director’s service during the fiscal year. The following table sets forth cash compensation fornon-employee directors in effect during fiscal 2023.

In addition, upon the determination of the Chair of the Board, non-employee directors may receive $2,000 per meeting for service on anyad-hoc committee of the Board. Non-employee directors are reimbursed for travel and other reasonableout-of-pocket expenses related to attendance at Board and committee meetings, business events on behalf of Applied, and seminars and programs on subjects related to their Board responsibilities.

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Equity Compensation

Initial Grant. Upon initial appointment (by the Board) or election (by the shareholders) to the Board other than at an annual meeting of shareholders, anon-employee director receives anon-discretionary grant of restricted stock units with respect to a number of shares of Applied common stock with a fair market value on the date of grant equal to $240,000 (rounded down to the nearest whole share), pro-rated based on the period starting on the day of initial appointment or election and ending on the day of the next scheduled annual meeting of shareholders.

Annual Grant. Eachnon-employee director elected at an annual meeting receives on that date anon-discretionary grant of restricted stock units with respect to a number of shares of Applied common stock with a fair market value on the date of grant equal to $240,000 (rounded down to the nearest whole share). Anon-employee director who is initially appointed or elected to the Board on the day of an annual meeting of shareholders receives only an annual grant. Each of ournon-employee directors who wasre-elected at the 2023 Annual Meeting received a grant of 2,050 restricted stock units on that date.

Vesting. Grants made to ournon-employee directors vest in full on the earlier of March 1 of the year following the date of grant or the date of the next annual meeting, provided thenon-employee director remains on the Board through the scheduled vesting date. Vesting of these grants is accelerated in full upon anon-employee director’s earlier termination of service on the Board due to disability or death, or upon a change of control of Applied if the director ceases to be anon-employee director (and does not become a member of the board of directors of any successor corporation or its parent). Non-employee directors may elect in advance to defer receipt of vested shares until their termination of service on the Board.

Limit on Awards. Under our amended and restated Employee Stock Incentive Plan, grants of equity awards to any individualnon-employee director may not exceed a fair market value totaling more than $400,000 in any fiscal year.

Charitable Matching Contributions

Non-employee directors are eligible to participate in The Applied Materials Foundation Matching Gift Program, under which The Applied Materials Foundation will annually match up to $3,000 of anon-employee director’s donations to eligiblenon-profit and educational organizations, and will match an unlimited amount of donations to our annual food drive. In addition, non-employee directors are eligible to participate in a matching program under the Applied Materials, Inc. Political Action Committee, under which the Company annually will match up to $2,500 of anon-employee director’s contributions for the benefit of eligiblenon-profit organizations and kindergarten to 12th grade public andnon-profit private schools in the U.S. These maximum matching amounts and other terms are the same as those that apply to Applied’s employees.

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