A Dark Vector Cognition product

Item 5. Other Information

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Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the Company’s fiscal quarter ended September 24, 2023, except for the following arrangements, none of the Company’s directors or officers adopted, modified, or terminated a trading arrangement for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Trading Arrangement”) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K):

  • On August 10, 2023, Timothy M. Archer, the President and Chief Executive Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Mr. Archer’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential exercise of 10,524 stock options expiring March 1, 2025 and the associated sale of up to 10,524 shares of the Company’s common stock resulting from such exercise; and (ii) the potential sale of up to 8,500 shares of the Company’s common stock; in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Mr. Archer’s Rule 10b5-1 Trading Arrangement has a termination date of August 9, 2024.

  • On August 4, 2023, Christina C. Correia, the Corporate Vice President and Chief Accounting Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Ms. Correia’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 2,588 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Ms. Correia’s Rule 10b5-1 Trading Arrangement has a termination date of December 31, 2024.

  • On September 6, 2023, Ava M. Hahn, the Senior Vice President, Chief Legal Officer and Secretary of the Company, adopted a Rule 10b5-1 Trading Arrangement. Ms. Hahn’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential exercise of 2,342 stock options expiring March 2, 2027 and the associated sale of up to 1,171 shares of the Company’s common stock resulting from such exercise; (ii) the potential sale of the net shares of the Company’s common stock resulting from the vesting of 1,226 service-based restricted stock units (net shares are net of tax withholding); and (iii) subject to performance conditions, the potential sale of the net shares of the Company’s common stock resulting from the vesting of 2,044 market-based performance restricted stock units (representing the maximum number of shares that may be issued; the final number of shares that may be earned is 0% to 150% of the target number of 1,363); in each case pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Ms. Hahn’s Rule 10b5-1 Trading Arrangement has a termination date of September 30, 2024.

The Rule 10b5-1 Trading Arrangements contain pricing conditions that preclude or limit the sale of shares below predetermined minimum prices. Each of the Rule 10b5-1 Trading Arrangements will terminate on the earlier of: (a) its respective termination date indicated above; (b) execution of all trades or expiration of all the orders relating to such trades under the Rule 10b5-1 Trading Arrangement; or (c) such date as the Rule 10b5-1 Trading Arrangement is otherwise terminated according to its terms.

Lam Research Corporation 2024 Q1 10-Q 38

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