UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Applied Materials, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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February 28, 2007
VIA FACSIMILE
Institutional Shareholder Services
U.S. Research
2099 Gaither Road, Suite 501
Rockville, MD 20850-4045
Attention: Ms. Valerie Ho
| Re: | Applied Materials, Inc. Amended and Restated Employee Stock Incentive Plan |
Ladies and Gentlemen:
We are writing regarding the proposal to amend and restate the Applied Materials, Inc. Employee Stock Incentive Plan (the
“Plan”) as described in our Proxy Statement dated February 14, 2007. Specifically, one of the proposed changes to the Plan, as set forth in
Item 2 (6) of the Proxy Statement, would give Applied Materials, Inc.
(“Applied”) the authority to implement an award transfer program that would permit Plan participants to transfer vested stock options granted under the Plan to financial institutions or other third parties. As we discussed, this letter
will confirm that if Applied implements such an award transfer program, Applied will do so only after it has submitted the principal terms and conditions of the program to stockholders for approval and such approval has been obtained.
If you have additional questions or concerns, please contact me. Thank you.
Sincerely,
/s/ Joseph J. Sweeney
Joseph J. Sweeney
Senior Vice President,
General Counsel and
Corporate Secretary