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Lam Research Corporation 2021 10-K 79
LAM RESEARCH CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 27, 2021
EXHIBIT INDEX
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| Exhibit | | | | | | Description | | |
| 3.1 | | | | | | Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No. 000-12933). | | |
| 3.2 | | | | | | Bylaws of the Registrant, as amended and restated, dated May 12, 2020 which is incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 18, 2020 (SEC File No. 000-12933). | | |
| 4.1 | | | | | | Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A. which is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on February 13, 2015 (SEC File No. 333-202110). | | |
| 4.2 | | | | | | First Supplemental Indenture, dated as of March 12, 2015, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 12, 2015 (SEC File No. 000-12933). | | |
| 4.3 | | | | | | Second Supplemental Indenture, dated as of June 7, 2016, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 7, 2016 (SEC File No. 000-12933). | | |
| 4.4 | | | | | | Third Supplemental Indenture, dated as of March 4, 2019 by and between Lam Research Corporation and the Bank of New York Mellon Trust Company, N.A. as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2019 (SEC File No. 000-12933). | | |
| 4.5 | | | | | | Fourth Supplemental Indenture, dated as of May 5, 2020 by and between Lam Research Corporation and the Bank of New York Mellon Trust Company, N.A. as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2020 (SEC File No. 000-12933). | | |
| 4.6 | | | | | | Description of Common Stock, which is incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on August 18, 2020 (SEC File No. 000-12933). | | |
| 10.1* | | | | | | Form of Indemnification Agreement which is incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988 (SEC File No. 000-12933). | | |
| 10.2* | | | | | | Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.148 to the Registrant’s Current Report on Form 8-K filed on November 13, 2008 (SEC File No. 000-12933). | | |
| 10.3* | | | | | | Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 4, 2012 (SEC File No. 000-12933). | | |
| 10.4* | | | | | | Form of Novellus Directors and Officers Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to Novellus’ Current Report on Form 10-Q filed on August 13, 2002 (SEC File No. 000-17157). | | |
| 10.5* | | | | | | Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended which is incorporated by reference to Exhibit 10.28 to Novellus’ Quarterly Report on Form 10-Q filed on November 5, 2008 (SEC File No. 000-17157). | | |
| 10.6* | | | | | | Novellus Accelerated Stock Vesting Retirement Plan Summary which is incorporated by reference to Exhibit 10.30 to Novellus’ Quarterly Report on Form 10-Q filed on November 2, 2010 (SEC File No. 000-17157). | | |
| 10.7* | | | | | | Novellus Systems, Inc. 2011 Stock Incentive Plan, as amended July 18, 2012 which is incorporated by reference to Exhibit 10.172 to the Registrant’s Annual Report on Form 10-K filed on August 22, 2012 (SEC File No. 000-12933). | | |
| 10.8* | | | | | | Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. 000-12933). | | |
| 10.9* | | | | | | Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended) which is incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. 000-12933). | | |
| 10.10 | | | | | | Form of Confidentiality Agreement which is incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2015 (SEC File No. 000-12933). | | |
| 10.11* | | | | | | Form of Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.244 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933). | | |
| 10.12* | | | | | | Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.247 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933). | | |
| 10.13* | | | | | | Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 24, 2017 (SEC File No. 000-12933). | | |
| 10.14 | | | | | | Form of Commercial Paper Dealer Agreement 4(a)(2) Program between Lam Research Corporation, as issuer, and the dealer which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2017 (SEC File No. 000-12933). | | |
Lam Research Corporation 2021 10-K 80
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| Exhibit | | | | | | Description | | |
| 10.15* | | | | | | Lam Research Corporation 2007 Stock Incentive Plan, as amended, which is incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 10-K filed on August 27, 2013 (SEC File No. 000-12933). | | |
| 10.16* | | | | | | Lam Research Corporation Elective Deferred Compensation Plan which is incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. 000-12933) | | |
| 10.17* | | | | | | Lam Research Corporation Elective Deferred Compensation Plan II which is incorporated by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. 000-12933) | | |
| 10.18 | | | | | | Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended which is incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 filed on April 30, 2019 (SEC File No. 333-231138). | | |
| 10.19* | | | | | | 2004 Executive Incentive Plan, as Amended and Restated which is incorporated by reference to Exhibit 4.23 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933). | | |
| 10.20 | | | | | | 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 4.24 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933). | | |
| 10.21* | | | | | | Form of Market-Based-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 23, 2018 (SEC File No 000-12933). | | |
| 10.22* | | | | | | Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No. 000-12933). | | |
| 10.23* | | | | | | Form of Restricted Stock Unit Agreement (Outside Directors) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No. 000-12933). | | |
| 10.24* | | | | | | Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No. 000-12933). | | |
| 10.25* | | | | | | Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 28, 2020 (SEC File No. 000-12933). | | |
| 10.26* | | | | | | Executive Severance Policy which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2020 (SEC File No. 000-12933). | | |
| 10.27* | | | | | | Executive Change in Control Policy which is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2020 (SEC File No. 000-12933). | | |
| 10.28 | | | | | | Second Amended and Restated Credit Agreement dated June 17, 2021, among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, and all exhibits and schedules attached thereto which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021 (SEC File No. 000-12933). | | |
| 10.29* | | | | | | Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan. | | |
| 10.30* | | | | | | Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan. | | |
| 10.31* | | | | | | Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan. | | |
| 10.32* | | | | | | Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan. | | |
| 10.33* | | | | | | Form of Option Award Agreement (International Participants) - 2015 Stock Incentive Plan. | | |
| 10.34* | | | | | | Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan. | | |
| 10.35* | | | | | | Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan. | | |
| 10.36* | | | | | | Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan. | | |
| 10.37* | | | | | | Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan. | | |
| 21 | | | | | | Subsidiaries of the Registrant. | | |
| 23 | | | | | | Consent of Independent Registered Public Accounting Firm. | | |
| 24 | | | | | | Power of Attorney (See Signature page) | | |
| 31.1 | | | | | | Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer) | | |
| 31.2 | | | | | | Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer) | | |
| 32.1 | | | | | | Section 1350 Certification — (Principal Executive Officer) | | |
| 32.2 | | | | | | Section 1350 Certification — (Principal Financial Officer) | | |
| 101.INS | | | | | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | |
| 101.SCH | | | | | | Inline XBRL Taxonomy Extension Schema Document | | |
| 101.CAL | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | |
| 101.DEF | | | | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | |
Lam Research Corporation 2021 10-K 81
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| Exhibit | | | | | | Description | | |
| 101.LAB | | | | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | |
| 101.PRE | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | |
| 104 | | | | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | |
*Indicates management contract or compensatory plan or arrangement.
Lam Research Corporation 2021 10-K 82
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Date: | | | August 17, 2021 | | | | | | LAM RESEARCH CORPORATION (Registrant) | | |
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| By: | | | | | | | | | /s/ Timothy M. Archer | | |
| Timothy M. Archer | | | | | | | | | | | |
| President and Chief Executive Officer | | | | | | | | | | | |
Lam Research Corporation 2021 10-K 83
POWER OF ATTORNEY AND SIGNATURES
By signing this Annual Report on Form 10-K below, I hereby appoint each of Timothy M. Archer and Douglas R. Bettinger, jointly and severally, as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf and to file this Form 10-K (including all exhibits and other related documents) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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| Signatures | | | | | | Title | | | | | | Date | | |
| Principal Executive Officer | | | | | | | | | | | | | | |
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| /s/ Timothy M. Archer | | | | | | President, Chief Executive Officer and Director | | | | | | August 17, 2021 | | |
| Timothy M. Archer | | | | | | | | | | | | | | |
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| Principal Financial Officer and Principal Accounting Officer | | | | | | | | | | | | | | |
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| /s/ Douglas R. Bettinger | | | | | | Executive Vice President, Chief Financial Officer, and Chief Accounting Officer | | | | | | August 17, 2021 | | |
| Douglas R. Bettinger | | | | | | | | | | | | | | |
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| Other Directors | | | | | | | | | | | | | | | | | |
| Signatures | | | Title | | | Date | | | Signatures | | | Title | | | Date | | |
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| /s/ Abhijit Y. Talwalkar | | | Chairman | | | August 17, 2021 | | | /s/ Catherine P. Lego | | | Director | | | August 17, 2021 | | |
| Abhijit Y. Talwalkar | | | | | | | | | Catherine P. Lego | | | | | | | | |
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| /s/ Sohail U. Ahmed | | | Director | | | August 17, 2021 | | | /s/ Bethany J. Mayer | | | Director | | | August 17, 2021 | | |
| Sohail U. Ahmed | | | | | | | | | Bethany J. Mayer | | | | | | | | |
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| /s/ Eric K. Brandt | | | Director | | | August 17, 2021 | | | /s/ Lih Shyng Tsai | | | Director | | | August 17, 2021 | | |
| Eric K. Brandt | | | | | | | | | Lih Shyng (Rick L.) Tsai | | | | | | | | |
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| /s/ Michael R. Cannon | | | Director | | | August 17, 2021 | | | /s/ Leslie F. Varon | | | Director | | | August 17, 2021 | | |
| Michael R. Cannon | | | | | | | | | Leslie F. Varon | | | | | | | | |
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Lam Research Corporation 2021 10-K 84