<PAGE>
As filed with the Securities and Exchange Commission on February 16, 1996
Registration No. 33-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2634797
(State of Incorporation) (I.R.S. Employer Identification No.)
4650 CUSHING PARKWAY
FREMONT, CALIFORNIA 94538
(Address, including zip code, of Registrant's principal executive offices)
----------------
AMENDED 1991 INCENTIVE STOCK OPTION PLAN
1984 EMPLOYEE STOCK PURCHASE PLAN
PERFORMANCE-BASED RESTRICTED STOCK PLAN
(FULL TITLES OF THE PLANS)
----------------
HENK J. EVENHUIS
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
LAM RESEARCH CORPORATION
4650 CUSHING PARKWAY
FREMONT CALIFORNIA 94538
(510) 659-0200
(Name, address and telephone number of agent for service)
----------------
COPY TO:
Jon E. Gavenman, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300
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- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities To To Be Maximum Maximum Registration
Be Registered Registered Offering Price Aggregate Fee
Per Share Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001
per share
Upon exercise of options and under
1984 Employee Stock Purchase Plan 150,000 $ 39.75 $ 5,962,500 $ 2,056
Upon exercise of options and stock 1,000,000 $ 39.75 $ 39,750,000 $ 13,707
purchase rights under Amended
1991 Incentive Stock Option Plan
Upon grant of shares of Common 150,000 $ 39.75 $ 5,962,500 $ 2,056
Stock under Performance-Based
Restricted Stock Plan
</TABLE>
- -----------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the high and low price for the
Common Stock as reported on the Nasdaq National Market on February 14, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission").
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 1995.
3. The description of the Company's Common Stock set forth in the Company's
Registration Statement on 8-B, as filed with the Commission on
April 11, 1990 and as amended by Form 8-B/A as filed with the
Commission on August 31, 1994.
4. All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides in
relevant part that "a corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."
The Company's Certificate of Incorporation provides that to the fullest extent
permitted by the DGCL, no director of the Company shall be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director. The Certificate of Incorporation also provides that no
amendment or repeal of such provision shall apply to or have any effect on the
right to indemnification permitted thereunder with respect to claims arising
from acts or omissions occurring in whole or in part before the effective date
of such amendment or repeal whether asserted before or after such amendment or
repeal.
The Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.
The Company has entered into indemnification agreements with its directors and
certain of its officers. The Company has also obtained insurance on behalf of
its officers and directors against losses arising from any claim asserted
against or incurred by such individuals in any such capacity, subject to certain
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
Exhibit No.
-----------
4.1** 1984 Employee Stock Purchase Plan.
4.2* Form of Subscription Agreement under the 1984 Employee Stock
Purchase Plan.
4.3** Amended 1991 Incentive Stock Option Plan.
4.4* Form of Incentive Stock Option Agreement under the Amended
1991 Incentive Stock Option Plan.
4.5* Form of Nonstatutory Incentive Stock Option Agreement under the
Amended 1991 Incentive Stock Option Plan.
4.6 Performance-Based Restricted Stock Plan.
4.7 Form of Restricted Stock Agreement used under the
Performance-Based Restricted Stock Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality
of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page II-5).
- -------------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-85900) filed with the Securities and Exchange
Commission on November 2, 1994.
** Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Lam
Research Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California, on this 16 day of
February, 1996.
LAM RESEARCH CORPORATION
By: \s\ Henk J. Evenhuis
------------------------------------------
Henk J. Evenhuis, Executive Vice President
and Chief Financial Officer (Principal
Accounting and Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Roger D. Emerick
and Henk J. Evenhuis his attorneys-in-fact, each with the power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 (including post-effective amendments), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
Signature Title Date
\s\ Roger D. Emerick Chief Executive Officer February 16, 1996
- -------------------------- (Principal Executive Officer)
Roger D. Emerick
\s\ Henk J. Evenhuis Executive Vice President and February 16, 1996
- -------------------------- Chief Financial Officer
Henk J. Evenhuis (Principal Accounting and
Financial Officer)
\s\ David G. Arscott Director February 16, 1996
- --------------------------
David G. Arscott
\s\ Jack R. Harris Director February 16, 1996
- --------------------------
Jack R. Harris
\s\ Grant M. Inman Director February 16, 1996
- --------------------------
Grant M. Inman
\s\ Osamu Kano Director February 16, 1996
- --------------------------
Osamu Kano
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1** 1984 Employee Stock Purchase Plan.
4.2* Form of Subscription Agreement used under the 1984 Employee
Stock Purchase Plan.
4.3** Amended 1991 Incentive Stock Option Plan.
4.4* Form of Incentive Stock Option Agreement used under the Amended
1991 Incentive Stock Option Plan.
4.5* Form of Nonstatutory Stock Option Agreement used under the
Amended 1991 Incentive Stock Option Plan.
4.6 Performance-Based Restricted Stock Plan
4.7 Form of Restricted Stock Agreement used under the
Performance-Based Restricted Stock Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality
of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page II-5).
- -------------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-85900) filed with the Securities and Exchange
Commission on November 2, 1994.
** Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995.
II-6
<PAGE>
EXHIBIT 4.6
LAM RESEARCH CORPORATION
PERFORMANCE-BASED RESTRICTED STOCK PLAN
(Effective January 1, 1996)
I. SECTION
ESTABLISHMENT AND PURPOSE
A. PURPOSE. Lam Research Corporation hereby establishes the Lam
Research Corporation Performance-Based Restricted Stock Plan (the "Plan"). The
Plan is intended to increase shareholder value and advance the success of the
Company by (a) motivating key employees to perform to the best of their
abilities, and (b) increasing the desire of key employees to continue their
employment with the Company. The Plan's goals are to be achieved by providing
such employees with restricted stock awards based on the achievement of goals
relating to the financial performance of the Company. Payments under the Plan
are intended to qualify as performance-based compensation within the meaning of
Code Section 162(m).
B. EFFECTIVE DATE. The Plan is effective January 1, 1996, subject
to the approval of a majority of the shares of the Company's common stock which
are present in person or by proxy and entitled to vote at the 1995 Annual
Meeting of Stockholders.
II. SECTION
DEFINITIONS
The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:
A. "ACTUAL AWARD" means, as to any Performance Period, the cash-
denominated bonus amount which is earned by a Participant for such Performance
Period and which is converted into Restricted Stock pursuant to Section 6.3,
subject to Section 2.13 and the Administrator's authority under Section 5.5 to
reduce the award otherwise determined by the Payout Formula.
B. "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan from time to time pursuant to Section 4 of the Plan.
<PAGE>
C. "BOARD" means the Company's Board of Directors.
D. "CODE" means the Internal Revenue Code of 1986, as amended.
E. "COMMITTEE" means a committee, if any, appointed by the Board in
accordance with Section 4.1 to administer the Plan.
F. "COMMON STOCK" means the Common Stock of the Company.
G. "COMPANY" means Lam Research Corporation, a Delaware corporation.
H. "COVERED EMPLOYEE" means a "covered employee" within the meaning
of Section 162(m).
I. "DETERMINATION DATE" means as to any Performance Period, (a) the
first day of the Performance Period, or (b) if later, the latest date possible
which will not jeopardize qualification of payments under the Plan as
Performance-Based Compensation.
J. "DISABILITY" means a permanent and total disability determined in
accordance with uniform and nondiscriminatory standards adopted by the Committee
from time to time.
K. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
L. "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:
1. If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
THE WALL STREET JOURNAL or such other source as the Administrator deems
reliable;
2. If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable;
3. In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
<PAGE>
M. "MAXIMUM AWARD" means as to any Participant for any Plan Year,
[10,000] Shares, which is the maximum amount of Restricted Stock that may be
awarded to a Participant for any Plan Year (the "Plan").
N. "PARTICIPANT" means as to any Performance Period, an employee of
the Company who has been selected by the Committee for participation in the Plan
for that Performance Period.
O. "PAYOUT FORMULA" means as to any Performance Period, the formula
or payout matrix established by the Committee pursuant to Section 5.4 to
determine the Actual Awards (if any) to be paid to Participants. The formula or
matrix may differ from Participant to Participant.
P. "PERFORMANCE-BASED COMPENSATION" means compensation that is
intended to qualify as "performance-based compensation" within the meaning of
Section 162(m).
Q. "PERFORMANCE GOALS" means the Company's financial goal(s)
determined by the Committee to be applicable for a Performance Period, based on
earnings, earnings per share, revenue growth or return on equity.
R. "PERFORMANCE PERIOD" means the quarterly, semi-annual or annual
fiscal period of the Company that is established by the Administrator as the
period over which the Company's financial performance is to be measured for
purposes of the Plan.
S. "PLAN" means this LAM Research Corporation Performance-Based
Restricted Stock Plan.
T. "PLAN YEAR" means the 1995 fiscal year of the Company and each
succeeding fiscal year of the Company.
U. "RESTRICTED STOCK" means Shares awarded pursuant to Section 6,
and subject to the Company's reacquisition right as specified in the Restricted
Stock Agreement.
V. "RESTRICTED STOCK AGREEMENT" means an agreement in the form
approved by the Administrator setting forth the terms and conditions applicable
to the award of Restricted Stock.
W. "RETIREMENT AGE" means the attainment of age 60 and the
completion of seven "years of service," as that term is defined under the
Company's Executive Deferred Compensation Plan, as amended from time to time, or
any successor plan thereto.
X. "SECTION 16 OFFICER" means an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
<PAGE>
Y. "SECTION 162(m)" means Section 162(m) of the Code, or any
successor to Section 162(m), as that Section may be interpreted from time to
time by the Internal Revenue Service, whether by regulation, notice or
otherwise.
Z. "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 3.2 of the Plan.
AA. "TARGET AWARD" means the dollar-denominated target award that
establishes a Participant's bonus opportunity under the Plan for a Performance
Period, as determined by the Administrator in accordance with Section 5.3.
III. SECTION
STOCK SUBJECT TO THE PLAN
A. NUMBER OF SHARES. Subject to the provisions of Section 3.2 of
the Plan, the maximum aggregate number of Shares that may be issued under the
Plan is 150,000 Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock. If Shares are forfeited to the Company pursuant to a
Restricted Stock Agreement, such Shares, unless the Plan shall have been
terminated, shall be returned to the Plan and shall become available for
reissuance under the Plan; provided, however, that any such Shares shall not
return to the Plan if the Participant to whom they were originally issued
received the benefits of ownership of such Shares (other than voting), as
interpreted from time to time by the Securities and Exchange Commission in the
context of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
("Rule 16b-3").
B. ADJUSTMENTS IN AWARDS AND AUTHORIZED SHARES. In the event of any
recapitalization, stock dividend, stock split, reverse stock split, split-up,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company, the Administrator shall adjust the number and
class of Shares that may be delivered under the Plan, the number and class of
Shares subject to outstanding awards, and any applicable numerical Share limits
in such manner as the Administrator in its sole discretion shall determine to be
appropriate to prevent the dilution or diminution of such awards.
IV. SECTION
ADMINISTRATION OF THE PLAN
A. COMPOSITION OF ADMINISTRATOR. The Board may establish a
Committee to administer the Plan, and may establish different Committees with
respect to (a) Participants who are Section 16 Officers, (b) Participants who
are Covered Employees, and (c) Participants who are neither Section 16 Officers
nor Covered Employees. With respect to participation by Section 16 Officers,
the Plan shall be administered in such a manner as to permit the Plan and
<PAGE>
awards hereunder to comply with Rule 16b-3 as it applies to a plan intended to
qualify thereunder as a discretionary grant or award plan. With respect to
participants who are Covered Employees, the Plan shall be administered by two or
more "outside directors" within the meaning of Section 162(m) in such a manner
as to permit payments under the Plan to qualify as Performance-Based
Compensation.
B. POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan and, in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the discretion and
authority necessary or appropriate to administer the Plan and to interpret the
provisions of the Plan, consistent with the requirements of Rule 16b-3, as
applicable, and with the qualification of payments under the Plan as
Performance-Based Compensation with respect to Participants who are Covered
Employees. Any determination, decision or action of the Administrator in
connection with the construction, interpretation, administration or application
of the Plan shall be final, conclusive and binding upon all persons, and shall
be given the maximum deference permitted by law.
V. SECTION
SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
A. SELECTION OF PARTICIPANTS. On or prior to the Determination
Date, the Administrator, in its sole discretion, shall select the employees of
the Company who shall be Participants for the Performance Period. In selecting
Participants, the Administrator shall choose employees whose responsibilities
are likely to significantly influence the financial performance of the Company.
No person shall be automatically entitled to participate in the Plan in any
given Performance Period.
B. DETERMINATION OF PERFORMANCE GOALS. On or prior to the
Determination Date, the Administrator shall establish written Performance Goals
for the Performance Period.
C. DETERMINATION OF TARGET AWARDS. On or prior to the Determination
Date, the Administrator shall establish a written Target Award for the
Performance Period for each Participant.
D. DETERMINATION OF PAYOUT FORMULA OR FORMULAE. On or prior to the
Determination Date, the Administrator shall establish a Payout Formula or
Formulae for purposes of determining the Actual Award, if any, payable to each
Participant. Each Payout Formula shall (a) be in writing, (b) be based on a
comparison of actual performance to the Performance Goals, (c) provide for the
payment of a Participant's Target Award if the Performance Goals for the
Performance Period are achieved, and (d) provide for an Actual Award greater
than or less than the Participant's Target Award, depending upon the extent to
which actual performance exceeds or falls below the Performance Goals.
<PAGE>
E. DETERMINATION OF ACTUAL AWARDS. After the end of each
Performance Period, the Administrator shall certify in writing the extent to
which the Performance Goals applicable to each Participant for the Performance
Period were achieved or exceeded. The Actual Award for each Participant shall
be determined by applying the Payout Formula to the level of actual performance
which has been certified by the Administrator. Notwithstanding any contrary
provision of the Plan: (a) the Administrator, in its sole discretion, may
eliminate or reduce the Actual Award payable to any Participant below that which
otherwise would be payable under the Payout formula; (b) if a Participant
terminates employment with the Company prior to the end of a Performance Period,
he or she shall not be entitled to the payment of an Actual Award for the
Performance Period; and (c) no Participant's Actual Award under the Plan may
exceed the Maximum Award.
VI. SECTION
PAYMENT OF AWARDS
A. RIGHT TO RECEIVE PAYMENT. Nothing in this Plan shall be
construed to create a trust or to establish or evidence any Participant's claim
of any right other than as an unsecured general creditor with respect to any
payment to which he or she may be entitled under the Plan.
B. TIMING AND PAYMENT OF AWARDS. Payment of each Actual Award shall
be made as soon as practicable after the end of the Performance Period during
which the award was earned.
C. FORM OF PAYMENT. Each Actual Award shall be paid in the form of
Restricted Stock. The number of Shares shall be determined by dividing the
cash-denominated value of the Actual Award by the Fair Market Value of a Share
on the last day of the Performance Period, rounded up to the nearest whole
Share. The payment of the Actual Award shall be evidenced by a Notice of Award
of Restricted Stock that, together with a Restricted Stock Agreement, shall
specify the applicable vesting restrictions, the amount of Restricted Stock
awarded, and such other terms and conditions as the Administrator, in its sole
discretion, shall determine.
D. TERMINATION OF EMPLOYMENT; ACCELERATION OF VESTING. In the event
a Participant's status as an employee of the Company terminates for any or no
reason, any unvested Restricted Stock previously awarded to the Participant
shall be forfeited to the Company without consideration to the Participant;
provided that, in the event a Participant reaches Retirement Age, the
Participant shall become 100% vested in all of his or her Restricted Stock and
such Shares shall no longer be subject to the Company's reacquisition option
contained in the Restricted Stock Agreement; provided further, that in the event
the Participant's employment with the Company terminates as a result of his or
her death or Disability, the Administrator may, in its sole discretion, vest all
or any portion of any of his or her unvested Restricted Stock. Any
<PAGE>
Restricted Stock that is forfeited pursuant to this Section 6.4 shall again
become available for award under this Plan in accordance with Section 3.1.
E. STOCK WITHHOLDING TO SATISFY TAX WITHHOLDING OBLIGATIONS. When a
Participant incurs tax liability in connection with the acquisition or vesting
of Shares under the Plan, which tax liability is subject to tax withholding
under applicable tax laws, and the Participant is obligated to pay the Company
an amount required to be withheld under applicable tax laws, the Participant may
satisfy the withholding tax obligation by electing to have the Company withhold,
from the Shares acquired under the Plan that have vested, that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The
Fair Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined. All elections by a
Participant to have Shares withheld for this purpose shall be made in writing in
a form acceptable to the Administrator and shall be subject to such uniform and
nondiscriminatory restrictions and limitations as the Administrator may specify.
VII. SECTION
GENERAL PROVISIONS
A. NONASSIGNABILITY. A Participant shall have no right to assign or
transfer any interest under this Plan.
B. NO EFFECT ON EMPLOYMENT. The establishment and subsequent
operation of the Plan, including eligibility as a Participant, shall not be
construed as conferring any legal or other rights upon any Participant for the
continuation of his or her employment for any Performance Period or any other
period. Employment with the Company is on an at will basis only, unless
provided differently in Participant's employment contract, if any, with the
Company. The Company expressly reserves the right, which may be exercised at
any time and without regard to when during a Performance Period such exercise
occurs, to terminate any individual's employment with or without cause, and to
treat him or her without regard to the effect which such treatment might have
upon him or her as a Participant.
C. INDEMNIFICATION. Each person who is or shall have been a member
of the Administrator shall be indemnified and held harmless by the Company
against and from (a) any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from
any claim, action, suit or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action taken or a failure to
act under the Plan, and (b) from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights or indemnification to
which such persons may be entitled under
<PAGE>
the Company's certificate of incorporation or bylaws, by contract, as a matter
of law, or otherwise, or under any power that the Company may have to indemnify
them and hold them harmless.
D. BENEFICIARY DESIGNATIONS. If permitted by the Administrator, a
Participant may name a beneficiary or beneficiaries to whom any vested but
unpaid amount due to Participant under the Plan shall be paid in the event of
the Participant's death. Each such designation shall revoke all prior
designations by the Participant and shall be effective only if given in a form
and manner acceptable to the Administrator. In the absence of any such
designation, any amounts remaining unpaid at the Participant's death shall be
paid to the Participant's estate.
E. SEVERABILITY; GOVERNING LAW. If any provision of the Plan is
found to be invalid or unenforceable, such provision shall not affect the other
provisions of the Plan, and the Plan shall be construed in all respects as if
such invalid provision had been omitted. The provisions of the Plan shall be
governed by and construed in accordance with the laws of the State of
California, with the exception of California's conflict of laws provisions.
F. AFFILIATES OF THE COMPANY. Requirements referring to employment
with the Company or payment of awards may, in the Committee's discretion, be
performed through the Company or any affiliate of the Company.
VIII. SECTION
AMENDMENT AND TERMINATION
A. AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend or terminate the Plan, as it may deem advisable; provided that,
to the extent necessary and desirable to comply with Rule 16b-3, Section 162(m),
or any other applicable law, the Company shall obtain shareholder approval of
any Plan amendment in such a manner and to such a degree as is required.
B. AFFECT OF AMENDMENT OR TERMINATION. Any such amendment,
alteration, suspension or termination of the Plan shall not impair the rights of
any Participant under any award (or right to receive an award), unless such
Participant consents in writing to such amendment, alteration, suspension or
termination. Such awards shall remain in full force and effect as if this Plan
had not been amended or terminated.
<PAGE>
IX. SECTION
COMPLIANCE WITH LAWS AND REGULATIONS
Shares shall not be issued with respect to an award hereunder unless the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or quotation system upon
which the Shares may then be listed or quoted, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the non-issuance or sale of such Shares
as to which such requisite authority shall not have been obtained.
X. SECTION
SHAREHOLDER APPROVAL
The Plan, the grant of Share awards and the acquisition of Shares shall be
subject to approval by the holders of a majority of the Shares of Common Stock
of the Company represented (in person or by proxy) and voting at a meeting.
Such approval shall be solicited substantially in accordance with Section 14(a)
of the Exchange Act and the rules and regulations promulgated thereunder within
such time as is required by Rule 16b-3, Section 162(m), or other applicable law.
<PAGE>
LAM RESEARCH CORPORATION
PERFORMANCE-BASED RESTRICTED STOCK PLAN
NOTICE OF AWARD OF RESTRICTED STOCK
(INITIAL AWARD)
Unless otherwise defined herein, the terms defined in the Performance-Based
Restricted Stock Plan shall have the same defined meanings in this Notice of
Award.
[Participant's Name and Address]
You have been awarded Common Stock of the Company, subject to the Company's
Reacquisition Option and your ongoing status as an employee (as described in the
Plan and the Restricted Stock Agreement), as follows:
Award Number
--------------------
Date of Award
--------------------
Total Number of
Shares Subject to --------------------
This Stock Award
Fair Market
Value per Share --------------------
By your signature and the signature of the Company's representative below,
you and the Company agree that this Stock Award is awarded under and governed by
the terms and conditions of the Performance-Based Restricted Stock Plan and the
Restricted Stock Agreement which is attached hereto as Exhibit A-1, and both
such documents are made a part of this Notice of Award. You further agree that
the Restricted Stock Agreement shall be applicable to all future awards under
the Plan.
PARTICIPANT: LAM RESEARCH CORPORATION
By:
- ---------------------------------------- --------------------------------
Signature
Title:
- ---------------------------------------- -----------------------------
Print Name
<PAGE>
LAM RESEARCH CORPORATION
PERFORMANCE-BASED RESTRICTED STOCK PLAN
NOTICE OF AWARD OF RESTRICTED STOCK
(FOLLOW-ON AWARD)
Unless otherwise defined herein, the terms defined in the Performance-Based
Restricted Stock Plan shall have the same defined meanings in this Notice of
Award.
[Participant's Name and Address]
You have been awarded Common Stock of the Company, subject to the Company's
Reacquisition Option and your ongoing status as an employee (as described in the
Plan and the Restricted Stock Agreement), as follows:
Award Number
--------------------
Date of Award
--------------------
Total Number of
Shares Subject to --------------------
This Stock Award
Fair Market
Value per Share --------------------
By your signature and the signature of the Company's representative below,
you and the Company agree that this Stock Award is awarded under and governed by
the terms and conditions of the Performance-Based Restricted Stock Plan and the
Restricted Stock Agreement, which you previously executed as a condition to
acquiring Shares pursuant to receipt of your first award under the Performance-
Based Restricted Stock Plan, and both such documents are made a part of this
Notice of Award.
PARTICIPANT: LAM RESEARCH CORPORATION
By:
- ---------------------------------------- --------------------------------
Signature
Title:
- ---------------------------------------- -----------------------------
Print Name
<PAGE>
EXHIBIT A-1
LAM RESEARCH CORPORATION
PERFORMANCE-BASED RESTRICTED STOCK PLAN
RESTRICTED STOCK AGREEMENT
Unless otherwise defined herein, the terms defined in the Performance-Based
Restricted Stock Plan shall have the same defined meanings in this Restricted
Stock Agreement.
WHEREAS, the participant named in the Notice of Award (the "Participant")
is an employee of the Company and a participant in the Performance-Based
Restricted Stock Plan;
WHEREAS, under the terms of the Plan, the Participant has earned an award
of Restricted Stock subject to the terms and conditions of the Plan and Notice
of Award, which are incorporated herein by reference, and subject to this
Restricted Stock Agreement (the "Agreement");
WHEREAS, under the terms of the Plan, the Participant may from time to time
earn further awards of Restricted Stock, subject to the terms and conditions of
the Plan and Notices of Award, and which stock shall be subject to this
Agreement; and
WHEREAS, the parties desire this Restricted Stock Agreement to apply to all
current and future awards under the Plan;
THEREFORE, the parties agree as follows:
1. AWARD OF STOCK. The Company hereby awards to the Participant shares
of the Company's Common Stock (the "Shares") as stated in the Notice of Award.
2. REACQUISITION OPTION. In the event the Participant's status as an
employee of the Company terminates for any or no reason (including death or
Disability, but excluding Retirement) before all of the Shares are released from
the Company's Reacquisition Option (see Section 3), the Company shall, upon the
date of such termination (as reasonably fixed and determined by the Company)
have an irrevocable, exclusive option (the "Reacquisition Option") for a period
of ninety (90) days from such date to reacquire, at no cost, up to that number
of shares which constitute the Unreleased Shares (as defined in Section 3). The
Reacquisition Option shall be exercised by the Company by delivering written
notice to the Participant or the Participant's executor (with a copy to the
Escrow Holder). Upon delivery of such notice the Company shall become the legal
and beneficial owner of the Shares being reacquired and all rights and interests
therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Shares being reacquired by the Company.
<PAGE>
3. RELEASE OF SHARES FROM REACQUISITION OPTION.
(a) 100% of the Shares shall be released from the Company's
Reacquisition Option on the date five (5) years from the Date of Grant, provided
in each case that the Participant's status as an employee has not terminated
prior to the date of any such release.
(b) 100% of the Shares shall be released from the Company's
Reacquisition Option on the date that the Participant reaches Retirement Age.
(c) The Shares that have not yet been released from the
Reacquisition Option shall be referred to herein as "Unreleased Shares."
(d) The Shares that have been released from the Reacquisition
Option shall be delivered to the Participant at the Participant's request (see
Section 5).
4. RESTRICTION ON TRANSFER. Except for the escrow described in
Section 5 or the transfer of the Shares to the Company or its assignees
contemplated by this Agreement, none of the Shares or any beneficial interest
therein shall be transferred, encumbered or otherwise disposed of in any way
until such Shares are released from the Company's Reacquisition Option in
accordance with the provisions of this Agreement, other than by will or the laws
of descent and distribution.
5. ESCROW OF SHARES.
(a) To ensure the availability for delivery of the Participant's
Unreleased Shares upon reacquisition by the Company pursuant to the
Reacquisition Option, the Participant shall, upon execution of this Agreement,
deliver and deposit with an escrow holder designated by the Company (the "Escrow
Holder") the share certificates representing the Unreleased Shares, together
with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-
2. The Unreleased Shares and stock assignment shall be held by the Escrow
Holder, pursuant to the Joint Escrow Instructions of the Company and
Participant, attached hereto as Exhibit A-3, until such time as the Company's
Reacquisition Option expires. As a further condition to the Company's
obligations under this Agreement, the Agreement may require the spouse of
Participant, if any, to execute and deliver to the Company the Consent of
Spouse, attached hereto as Exhibit A-4.
(b) The Escrow Holder shall not be liable for any act it may do or
omit to do with respect to holding the Unreleased Shares in escrow while acting
in good faith and in the exercise of its judgment.
(c) If the Company or any assignee exercises the Reacquisition
Option hereunder, the Escrow Holder, upon receipt of written notice of such
exercise from the proposed transferee, shall take all steps necessary to
accomplish such transfer.
- 2 -
<PAGE>
(d) When the Reacquisition Option has been exercised or expires
unexercised, or a portion or all of the Shares have been released from the
Reacquisition Option, the Escrow Holder shall promptly cause a new certificate
to be issued for the released Shares and shall deliver the certificate to the
Company or the Participant, as the case may be.
(e) Subject to the terms hereof, the Participant shall have all the
rights of a shareholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and to
receive any cash dividends declared thereon. If, from time to time during the
term of the Reacquisition Option, there is any stock dividend, stock split or
other change in the Shares, any and all new or additional securities to which
the Participant is entitled by reason of the Participant's ownership of the
Shares shall be immediately subject to this escrow, deposited with the Escrow
Holder and included thereafter as "Shares" for purposes of this Agreement and
the Reacquisition Option.
6. LEGENDS. The share certificate evidencing the Shares issued
hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND RIGHTS OF REACQUISITION AS SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY.
7. CHANGES OF CONTROL.
(a) DEFINITION OF "CHANGE IN CONTROL". For purposes of this
Section 7, a "Change in Control" means the happening of any of the following:
(i) When any "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a
Subsidiary or a Company employee benefit plan, including any trustee of such
plan acting as trustee) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the combined voting power of
the Company's then outstanding securities entitled to vote generally in the
election of directors; or
(ii) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the
- 3 -
<PAGE>
shareholders of the Company approve an agreement for the sale or disposition by
the Company of all or substantially all the Company's assets; or
(iii) A change in the composition of the Board of Directors
of the Company, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either
(A) are directors of the Company as of the date the Plan is approved by the
shareholders, or (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company).
(b) EFFECT OF A CHANGE OF CONTROL. In the event of a Change of
Control of the Company, then, upon the occurrence of such Change of Control,
100% of the Shares shall be released from the Company's Reacquisition Option.
8. ADJUSTMENT OF SHARES. All references to the number of Shares and the
purchase price of the Shares in this Agreement shall be appropriately adjusted
to reflect any stock split, stock dividend or other change in the Shares which
may be made by the Company after the date of this Agreement.
9. TAX CONSEQUENCES. The Participant has reviewed with the
Participant's own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. The
Participant understands that the Participant (and not the Company) shall be
responsible for the Participant's own tax liability that may arise as a result
of the transactions contemplated by this Agreement. The Participant understands
that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"),
taxes as ordinary income the difference between the purchase price for the
Shares and the Fair Market Value of the Shares as of the date any restrictions
on the Shares lapse. In this context, "restriction" includes the right of the
Company to reacquire the Shares pursuant to the Reacquisition Option. The
Participant understands that the Participant may elect to be taxed at the time
the Shares are purchased rather than when and as the Reacquisition Option
expires by filing an election under Section 83(b) of the Code with the I.R.S.
within 30 days from the date of purchase. The form for making this election is
attached as Exhibit A-5 hereto.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER
SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF.
10. GENERAL PROVISIONS.
- 4 -
<PAGE>
(a) This Agreement shall be governed by the laws of the State of
California. This Agreement, subject to the terms and conditions of the Plan and
the Notice of Grant, represents the entire agreement between the parties with
respect to the acquisition of the Shares by the Participant. In the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan shall
prevail. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Agreement.
(b) Any notice, demand or request required or permitted to be given
by either the Company or the Participant pursuant to the terms of this Agreement
shall be in writing and shall be deemed given when delivered personally or
deposited in the U.S. mail, First Class with postage prepaid, and addressed to
the parties at the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by notifying the other in
writing.
Any notice to the Escrow Holder shall be sent to the Company's
address with a copy to the other party hereto.
(c) The rights of the Company under this Agreement shall be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the Participant
under this Agreement may only be assigned with the prior written consent of the
Company.
(d) Either party's failure to enforce any provision of this
Agreement shall not in any way be construed as a waiver of any such provision,
nor prevent that party from thereafter enforcing any other provision of this
Agreement. The rights granted both parties hereunder are cumulative and shall
not constitute a waiver of either party's right to assert any other legal
remedies available to it.
(e) The Participant agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.
(f) PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE
AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR ACQUIRING
SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND
SHALL NOT INTERFERE WITH PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
PARTICIPANT'S EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
By Participant's signature below, Participant represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions
- 5 -
<PAGE>
thereof. Participant has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of this Agreement.
Participant agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan
or this Agreement. Participant further agrees to notify the Company upon any
change in the residence indicated in the Notice of Grant.
PARTICIPANT: LAM RESEARCH CORPORATION
By:
- ---------------------------------------- --------------------------------
Signature
Title:
- ---------------------------------------- -----------------------------
Print Name
- 6 -
<PAGE>
EXHIBIT A-2
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, __________________________, hereby sell, assign and
transfer unto ___________________________________ (__________) shares of the
Common Stock of Lam Research Corporation standing in my name of the books of
said corporation represented by Certificate No. _____ herewith and do hereby
irrevocably constitute and appoint ____________________________________________
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.
This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement (the "Agreement") between Lam Research Corporation and
the undersigned dated ______________, 19__.
Dated: , 19
--------------- ---
Signature:
------------------------------
INSTRUCTIONS: Do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise the
Reacquisition Option, as set forth in the Agreement, without requiring
additional signatures on the part of the Participant.
<PAGE>
EXHIBIT A-3
JOINT ESCROW INSTRUCTIONS
, 19
Corporate Secretary -------------- --
Lam Research Corporation
Dear :
-------------------------
As Escrow Agent for both Lam Research Corporation, a Delaware corporation
(the "Company"), and the undersigned Participant of stock of the Company (the
"Participant"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement (the "Agreement") between the Company and the undersigned, in
accordance with the following instructions:
1. In the event the Company and/or any assignee of the Company (referred
to collectively herein as the "Company") exercises the Company's Reacquisition
Option set forth in the Agreement, the Company shall give to Participant and you
a written notice specifying the number of shares of stock to be reacquired, and
the time for a closing hereunder at the principal office of the Company.
Participant and the Company hereby irrevocably authorize and direct you to close
the transaction contemplated by such notice in accordance with the terms of said
notice.
2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its assignee
pursuant to the exercise of the Company's Reacquisition Option.
3. Participant irrevocably authorizes the Company to deposit with you
any certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Participant does hereby irrevocably constitute and appoint you as Participant's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the terms hereof, the Participant shall have all the
rights of a shareholder of the Company with respect to the Shares while they are
held in escrow, including without limitation, the right to vote the Shares and
receive any cash dividends declared thereon. If from time to time during the
term of the Reacquisition Option, there is any stock split or other change in
the Shares, any and all new or additional securities to which the Participant is
entitled by reason of the Participant's ownership of the Shares shall be
immediately subject to this escrow, deposited with the Escrow Holder and
included thereafter as "Shares" for purposes of this Agreement and the
Reacquisition Option.
<PAGE>
4. As and when the shares are released from the Company's Reacquisition
Option, you shall promptly deliver to Participant a certificate or certificates
representing so many shares of stock as have been released from the Company's
Reacquisition Option. Within 90 days after cessation of Participant's
continuous employment by or services to the Company, or any parent or subsidiary
of the Company, you shall deliver to Participant a certificate or certificates
representing the aggregate number of shares held or issued pursuant to the
Agreement and not acquired by the Company or its assignees pursuant to exercise
of the Company's Reacquisition Option.
5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to
Participant, you shall deliver all of the same to Participant and shall be
discharged of all further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties.
You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Participant while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree, you shall
not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.
10. You shall not be liable for the outlawing of any rights under the
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.
11. You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.
- 2 -
<PAGE>
12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.
13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
15. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties hereto.
COMPANY: Lam Research Corporation
PARTICIPANT:
-----------------------------------
-----------------------------------
-----------------------------------
ESCROW AGENT: Corporate Secretary
Lam Research Corporation
16. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.
17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.
- 3 -
<PAGE>
18. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of California.
Very truly yours,
LAM RESEARCH CORPORATION
By:
------------------------------------------
Title:
---------------------------------------
PARTICIPANT:
---------------------------------------------
(Signature)
---------------------------------------------
(Typed or Printed Name)
ESCROW AGENT:
- -----------------------------------
Corporate Secretary
- 4 -
<PAGE>
EXHIBIT A-4
CONSENT OF SPOUSE
I, ____________________, spouse of ___________________, have read and
approve the foregoing Restricted Stock Agreement. In consideration of the award
to my spouse, from time to time, of restricted shares of Lam Research
Corporation, as set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Agreement
and agree to be bound by the provisions of the Agreement insofar as I may have
any rights in said Agreement or any shares issued pursuant thereto under the
community property laws or similar laws relating to marital property in effect
in the state of our residence as of the date of the signing of the foregoing
Agreement.
Dated: , 19
--------------- ---
----------------------------------------
<PAGE>
EXHIBIT A-5
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year, the amount of any compensation taxable to taxpayer
in connection with his receipt of the property described below:
1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:
NAME: TAXPAYER: SPOUSE:
ADDRESS:
IDENTIFICATION NO.: TAXPAYER: SPOUSE:
TAXABLE YEAR:
2. The property with respect to which the election is made is described as
follows: __________________ shares (the "Shares") of the Common Stock of
Lam Research Corporation (the "Company").
3. The date on which the property was transferred is: _________________, 19__.
4. The property is subject to the following restrictions:
The Shares may be reacquired by the Company, or its assignee, upon certain
events. This right lapses with regard to a portion of the Shares based on
the continued performance of services by the taxpayer over time.
5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never
lapse, of such property is:
$_______________.
6. The amount (if any) paid for such property is:
$ 0.00 .
---------------------------
The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.
THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
EXCEPT WITH THE CONSENT OF THE COMMISSIONER.
Dated: , 19
------------------- --- ----------------------------------------
, Taxpayer
------------------------------
The undersigned spouse of taxpayer joins in this election.
Dated: , 19
------------------- --- ----------------------------------------
Spouse of Taxpayer
<PAGE>
EXHIBIT 5.1
February 16, 1996
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on February 16, 1996 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,300,000 shares of your Common Stock, par value $0.001 per
share (the "Shares"), 1,000,000 shares of which are to be issued pursuant to the
Amended 1991 Incentive Stock Option Plan, 150,000 shares of which are to be
issued pursuant to the 1984 Employee Stock Purchase Plan and 150,000 shares of
which are to be issued pursuant to the Performance-Based Restricted Stock Plan
(collectively, the "Plans"). As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in the
Plans and pursuant to the agreements which accompany each grant under the Plans,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
\s\ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended 1991 Stock Option Plan, 1984 Employee Stock
Purchase Plan, and Performance-Based Restricted Stock Plan of Lam Research
Corporation of our report dated August 3, 1995 with respect to the consolidated
financial statements of Lam Research Corporation incorporated by reference in
its Annual Report (Form 10-K) for the year ended June 30, 1995 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
February 16, 1996
