Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 3, 2020, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors of Applied Materials, Inc. ("Applied" or the "Company") approved a non-recurring long-term value creation award of a target number of 116,145 performance shares ("PSUs") for Gary E. Dickerson, Applied's President and Chief Executive Officer. On December 4, 2020, the Committee also approved similar awards with a target number of 33,769 PSUs for Daniel J. Durn, Applied's Senior Vice President, Chief Financial Officer and a target number of 33,769 PSUs for Prabu G. Raja, Applied's Senior Vice President, Semiconductor Products Group (and along with Mr. Dickerson, each, a "Participant"). The actual number of PSUs that may be earned by each Participant ranges from 0% to 200% of the target number of PSUs and is based on achievement of specified levels of total shareholder return ("TSR Hurdle"), as shown below. The TSR Hurdle is calculated as Applied's average closing stock price for any consecutive 20 trading days during the five-year performance period beginning fiscal year 2021 through fiscal year 2025 (the "Performance Period"), plus dividends paid during the Performance Period.





                                                  Total Shareholder Return %
Percentage of Target Shares   Total Shareholder   vs. 20-Trading Day Average
    that May Be Earned          Return Hurdle       on 12/3/2020 ($76.94)
            50%                    $104.40                   36%
           100%                    $119.40                   55%
           150%                    $129.40                   68%
           200%                    $144.40                   88%

If the threshold TSR Hurdle of $104.40 is not achieved, then no PSUs will vest. If the actual TSR achievement measured at the end of the Performance Period falls between the pre-defined levels, the portion of the award that may vest will be determined based on straight-line interpolation. Any PSUs earned shall vest in full at the end of the Performance Period, subject to the Participants' continued employment through the vesting date. In the case of a Participant's involuntary termination without cause prior to the end of the Performance Period, the award will vest based on TSR achievement through the Participant's last day of employment at Applied. Additionally, in the event of a Participant's death during the Performance Period, the target number of PSUs will vest. The PSUs were granted under the Company's Employee Stock Incentive Plan (the "Plan") and are subject to the terms and conditions of the Plan.

After careful deliberation about the design of a long-term incentive award, the Committee approved the value creation awards to recognize Mr. Dickerson's, Mr. Durn's and Dr. Raja's significant contributions to Applied's success and to secure the benefit of their leadership of the Company through its next phase of growth, during an inflection point in the technology industry that presents a range of unprecedented opportunities for our Company and our industry. The value creation awards strengthen the alignment of Mr. Dickerson's, Mr. Durn's and Dr. Raja's

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interests with the long-term interests of Applied's shareholders by delivering value to them only if Applied's stockholders realize significant value as well. The Committee does not anticipate granting any similar awards to Mr. Dickerson, Mr. Durn or Dr. Raja in the coming years.

The value creation awards supplement the fiscal 2021 equity awards also granted by the Committee to Mr. Dickerson, Mr. Durn and Dr. Raja on December 3, 2020 as part of the annual grant process.

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