UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 31, 2006
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-12933
(Commission File Number)
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94-2634797
(IRS Employer Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Restricted Stock Unit Grants to Non-employee Directors
On January 31, 2006, Lam
Research Corporation (the “Company”) made its annual
equity grants to non-employee members of its Board of Directors in the form of restricted stock unit
(“RSU”) awards under its 1997 Stock Incentive Plan (the “1997 Plan”). Each
non-employee director received a grant of 5,000 RSU’s. Dr. Seiichi Watanabe who joined the Board
on February 18, 2005 but had not previously received an equity grant was granted an additional
5,000 RSU’s for his 2005 board service.
Each RSU represents a contingent right to receive one share of the Company’s common stock.
The grants vest and become payable on the one year anniversary of the grant date provided that the
grantee’s service to the Company is continuing.
The grants were made, as applicable, pursuant to the form of 1997 Plan RSU Award Agreements
attached as Exhibits 10.1 and 10.2 for U.S. and non-U.S. residents, respectively.
Adoption
of Executive Incentive Plan Performance Goals for the First Half of
Calendar Year 2006
On
February 3, 2006, based upon the recommendation of its
Compensation Committee, the Board of Directors of the Company
established target incentive amounts and a scale of performance goals
under Lam’s 2004 Executive Incentive Plan for the first half of
calendar year 2006 for Stephen G. Newberry, the Company’s
Chief Executive Officer. Mr. Newberry was assigned a target
incentive amount of 100% of his salary for the period. Actual
incentive awards may range from zero to 2.25 times the target
amounts based on both corporate and individual performance factors.
To the extent that the actual performance (whether corporate or
individual) falls below predetermined performance targets, incentive
awards are determined as a declining percentage of the target
incentive amounts. No incentive awards are paid under the Incentive
Plan if predetermined minimum financial performance targets are not
met. The performance goals included financial, operating and
marketing objectives. Financial goals included revenue, gross margin,
operating profit, and cash generation targets. Non-financial targets
included certain market position objectives.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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10.1
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Form of Restricted Stock Unit Award Agreement (U.S. Agreement
A) –Lam Research Corporation 1997 Stock Incentive Plan |
10.2
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Form of Restricted Stock Unit Award Agreement (non-U.S.
Agreement I-A) –Lam Research Corporation 1997 Stock Incentive Plan |