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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