(e) Term Sheet for Employment of Michael R. Splinter

On December 8, 2008, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Applied Materials, Inc. ("Applied") approved amendments to the term sheet for the employment of Michael R. Splinter, Applied's President and Chief Executive Officer (the "Term Sheet"). The Committee approved the amendments so that any bonuses paid to Mr. Splinter under Applied's Senior Executive Bonus Plan may continue to qualify as performance-based compensation under Internal Revenue Code Section 162(m) and any benefits paid under the Term Sheet will comply with Internal Revenue Code
Section 409A.

The amendments provide that if Mr. Splinter's employment is terminated for any reason other than for cause, the cash severance payable to Mr. Splinter will be a lump sum payment of 275% of his then current base salary. Prior to the amendments, if Mr. Splinter's employment were terminated other than for cause, he would have received one year of his then current base salary and 100% of his target bonus for the year in which his termination occurs (which, for fiscal year 2008, was 175% of his base salary).

Under the amended Term Sheet, Mr. Splinter is no longer entitled to any severance payment on account of his target bonus. Additionally, in order to comply with Section 409A, the Term Sheet now requires that the payout of the severance payable to Mr. Splinter be delayed for a period of six months in the event such severance: (a) is determined to be deferred compensation within the meaning of Section 409A and (b) otherwise is not exempt from such six-month delay under Section 409A.

(a)(1) On December 8, 2008, the Board approved an amendment (the "Amendment") to Applied's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The full text of the Bylaws, as so amended, is filed herewith as Exhibit 3.1.

(b) The Amendment amends and restates Section 8.1 of the Bylaws to provide that the Bylaws "may be altered, amended or repealed or new bylaws may be adopted by either (i) the board of directors or (ii) the stockholders upon the affirmative vote of the holders of not less than a majority of the stock issued and outstanding which is present in person or represented by proxy and entitled to vote thereon at the meeting at which such action is taken."

In light of the ongoing financial crisis and weakening global economy, on December 8, 2008, the Board's Human Resources and Compensation Committee approved a ten percent reduction in the annual cash retainer payable to Applied's non-employee directors. Effective immediately, non-employee directors will receive an annual retainer of $58,500, reduced from an annual retainer of $65,000. This reduction in non-employee director compensation is consistent with the ongoing ten percent reduction in base salary for each of Applied's senior executive officers.

(d) Exhibits

Exhibit No.       Description

    3.1           Amended and Restated Bylaws of Applied Materials, Inc., effective
                  December 8, 2008.