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 March 31, 2024, 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):
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On February 27, 2024, 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 sale of up to 9,650 shares of the Company’s common stock; and (ii) the potential exercise of 19,347 stock options expiring on December 6, 2025, and the associated sale of up to 19,347 shares of the Company’s common stock resulting from such exercise. Mr. Archer’s Rule 10b5-1 Trading Arrangement has a termination date of February 27, 2025.
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On February 15, 2024, Neil J. Fernandes, the Senior Vice President, Global Customer Operations, of the Company, adopted a Rule 10b5-1 Trading Arrangement. Mr. Fernandes’ Rule 10b5-1 Trading Arrangement provides for a contribution of up to 4,409 shares of the Company’s common stock to an exchange fund in exchange for shares of that fund. Mr. Fernandes’ Rule 10b5-1 Trading Arrangement has a termination date of June 27, 2024.
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In addition, on February 23, 2024, Mr. Fernandes adopted a second Rule 10b5-1 Trading Arrangement. Mr. Fernandes’ second Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 2,370 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Trading under Mr. Fernandes’ second Rule 10b5-1 Trading Arrangement is not authorized to begin until after all transactions under his earlier-commencing Rule 10b5-1 Trading Arrangement are completed or expired without execution. Mr. Fernandes’ second Rule 10b5-1 Trading Arrangement has a termination date of March 14, 2025.
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 Q3 10-Q 39
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