8-K

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): May 1, 2008

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-12933	94-2634797
(Commission File Number)	(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.143

Item 1.01 Entry into a Material Definitive Agreement.

See Item 8.01 below for information related to material definitive agreements entered into by Lam Research Corporation (the “Company”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) See Item 8.01 below for information related to compensation arrangements for certain executive officers of the Company.

Item 8.01 Other Events.

     On May 1, 2008, the Company completed its previously announced tender offer for certain misdated employee stock options, which vested after December 31, 2004 (“misdated options”). The misdated options had an exercise price which was less than the closing price of the Company’s common stock on the appropriate measurement date determined by a special committee of the Company’s Board of Directors and the Company for financial accounting purposes. In connection with the completion of the tender offer, the Company has agreed to amend these misdated options to increase the exercise price to the appropriate fair market value per share on the correct measurement date so as to avoid adverse tax consequences under Internal Revenue Code Section 409A (“Section 409A”) and, as applicable, similar provisions of state law. In exchange for increasing the exercise price of these misdated options, the Company has agreed to make a cash payment in January of 2009 to employees participating in the tender offer in order to make such employees whole for the incremental exercise price increase. No executive officers of the Company participated in the tender offer.

     The Company has also entered into a Stock Option Amendment and Special Bonus Agreement in substantially the form attached hereto as Exhibit 10.143 with each of four executive officers who were not eligible to participate in the tender offer, to amend certain misdated options held by such executive officers. The four executive officers who entered into the stock option amendment agreements were not officers of the Company on the date that the misdated options were granted to them. As a result of the amendments, the exercise price of the misdated options has been increased to the appropriate fair market value per share on the correct measurement date so as to avoid adverse tax consequences under Section 409A and, as applicable, similar provisions of state law. In exchange for increasing the exercise price of these misdated options, the Company agreed to make a cash payment in January of 2009 to these executive officers, except for Martin B. Anstice, in order to make such executive officers whole for the incremental exercise price increase. The stock option amendment agreement applicable to Mr. Anstice amends his misdated options without a cash payment in January 2009.

     The Company expects to make cash payments to each of Thomas J. Bondur, Abdi Hariri, and Ernest E. Maddock and to amend misdated options to each of Messrs. Anstice, Bondur, Hariri, and Maddock, as illustrated in the table below:

		Number of Misdated		Expected
Name	Title	Options	Payment in Jan. 2009
Martin B. Anstice	Senior VP, Chief Financial Officer and Chief Accounting Officer	849	$	0
Thomas Bondur	Vice President, Global Field Operations	3,500	$	12,180
Abdi Hariri	Group VP Customer Support Business Group	822	$	411
Ernest E. Maddock	Senior VP, Global Operations	31,850	$	102,649

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document
10.143	Form of Stock Option Amendment and Special Bonus Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 7, 2008

LAM RESEARCH CORPORATION
By:	/s/ George M. Schisler, Jr.
	George M. Schisler, Jr.
	Vice President, General Counsel and Secretary

EX-10.143

Exhibit 10.143

STOCK OPTION AMENDMENT
AND
SPECIAL BONUS AGREEMENT

     THIS AGREEMENT is entered into as of the       day of      , 2008, by Lam Research Corporation, a Delaware corporation (the “Company”), and      , the holder of one or more options to purchase shares of the Company’s common stock (the “Optionee”).

     WHEREAS, the Company previously granted to Optionee the options identified on attached Schedule I (the “Options”) to purchase shares of the Company’s common stock under one or more of the Company’s stock incentive plans (each such plan, a “Plan”).

     WHEREAS, the Company and Optionee previously memorialized the terms applicable to each of the Options by entering into a separate stock option agreement (the “Option Agreement”) for each such Option.

     WHEREAS, in order to avoid adverse tax consequences under section 409A of the Internal Revenue Code, Optionee has agreed to amend the unexercised portion of each of the Options subject to section 409A and identified as such on Schedule I (the “Covered Portion”) to increase the exercise price of each such Option to the fair market value per share of the Company’s common stock on the actual grant date determined by the Company to be applicable for that Option.

     WHEREAS, in order to compensate Optionee for the increased exercise prices to be in effect for the Covered Portions of the Options, the Company has agreed to pay Optionee a special cash bonus in a dollar amount equal to the aggregate increase in the exercise prices for the Covered Portions of the Options listed on Schedule I, with the actual dollar amount of that bonus indicated as the Total Special Bonus on Schedule I.

     NOW THEREFORE, the Company and Optionee agree as follows:

     1. Increased Exercise Price. The exercise price per share set forth in the Option Agreement for each of the Options listed on Schedule I is hereby increased, with respect to the shares subject to the Covered Portion of that Option, to the higher exercise price per share set forth for that Option on Schedule I.

     2. Special Bonus. Optionee shall become entitled to receive a cash bonus from the Company (the “Special Bonus”) in the gross dollar amount indicated as his or her Total Special Bonus on attached Schedule I. Payment shall be made on the Company’s first regularly scheduled payroll date in January 2009. The Special Bonus shall be subject to the Company’s collection of all applicable federal, state and local income and employment withholding taxes, and Optionee shall be paid only the net amount of such bonus remaining after such taxes have been collected. Optionee need not remain in the Company’s employ to receive the Special Bonus.

     3. Entire Agreement. This Agreement, together with the Option Agreements (to the extent not expressly amended hereby) and the applicable Plan under which each Option is outstanding, represents the entire agreement of the parties with respect to the Options, the Covered Portions

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thereof and the Special Bonus and supersedes any and all previous contracts, arrangements or understandings between the parties with respect to such Options and the Special Bonus. This Agreement may be amended at any time only by means of a writing signed by Optionee and an authorized officer of the Company.

     5. Continuation of Option Agreements. Except for the foregoing increases to the exercise prices per share for the Covered Portions of the Options, no other terms or provisions of the Option Agreements for such Options or the applicable Plans have been modified as a result of this Agreement, and those terms and provisions shall continue in full force and effect.

          IN WITNESS WHEREOF, this Agreement has been executed on behalf of Lam Research Corporation by a duly-authorized officer of the Company and by Optionee.

LAM RESEARCH CORPORATION
By:
TITLE:
DATED:	, 2008
OPTIONEE
DATED:	, 2008

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SCHEDULE I

AMENDED OPTIONS AND SPECIAL BONUS

					Number of
				Number of	Outstanding	Special
				Outstanding	Option	Bonus
	Total		New	Option	Shares	Payable on
	Number	Exercise	Exercise	Shares	Not Subject	first regularly
	of Shares	Price	Price Per	Subject to	to	scheduled
	Subject to	Per Share	Share	Amended	Amended	payroll date
Grant	Outstanding	Prior to	Following	Exercise	Exercise	in
Date	Option	Amendment	Amendment	Price	Price	January 2009
Total Special Bonus