Executive Performance Incentive Plan – Analog Devices Inc.

2012 Executive Performance Incentive
Plan

On September 13, 2011, the Compensation Committee of the Board of Directors
of Analog Devices, Inc. (the “Company”) approved the terms of the 2012 Executive
Performance Incentive Plan (the “Executive Performance Incentive Plan”). All
executive officers and other senior management selected by the Chief Executive
Officer will participate in the Executive Performance Incentive Plan. Bonus
payments under the Executive Performance Incentive Plan are calculated and paid
as follows:

1. Each participant’s Fiscal 2012 Bonus Target is obtained by multiplying his
or her Base Salary by his or her Individual Target Bonus Percentage:

2. Each participant’s Fiscal 2012 Bonus Target is then multiplied by the
Bonus Payout Factor. The Bonus Payout Factor is equal to (A) 50% of the Bonus
Payout Factor (as shown in the table below) based on the Company’s operating
profit before tax (OPBT) as a percentage of revenue for the applicable quarter
plus (B) 50% of the Bonus Payout Factor (as shown in the table below) based on
the Company’s revenue growth for the applicable quarter compared to the same
quarter in the prior fiscal year.1 The calculations of revenue growth and OPBT
as a percentage of revenue are adjustable by the Compensation Committee in its
sole discretion to take account of special items, including but not limited to:
restructuring-related expense, acquisition- or disposition-related items,
non-recurring royalty payments or receipts, and other similar non-cash or
non-recurring items. If OPBT is less than 15% of revenue for the applicable
quarter, the Bonus Payout Factor shall be zero for that quarter, even if the
Company has revenue growth for that quarter. The Bonus Payout Factor can range
from 0% to 300%.

The Compensation Committee adopted the following Bonus Payout Factor tables
under the 2012 Executive Performance Incentive Plan:

The Bonus Payout Factor is determined quarterly. For example, if OPBT for a
quarter is 22.5% of revenue (which would result in a Bonus Payout Factor of 100%
for that element) and revenue growth for the quarter compared to the same
quarter in the prior fiscal year was 30% (which would result in a Bonus Payout
Factor of 300% for that element), then the Bonus Payout Factor for the quarter
would be 200% which is the sum of 50% of the OPBT factor of 100% and 50% of the
revenue growth factor of 300%. The Bonus Payout Factor is also used to determine
the bonuses paid to all other employees of the Company under the Company’s 2012
Bonus Plan for Employees.

A participant’s bonus for a quarter shall be equal to the product obtained by
multiplying a participant’s Fiscal 2012 Bonus Target for the quarter by the
Bonus Payout Factor for that quarter. Each participant’s Fiscal 2012 Bonus
Payment can range from zero to three times his or her Fiscal 2012 Bonus Target.

3. Each participant in the Executive Performance Incentive Plan, other than
Ray Stata and Jerald Fishman, is eligible for an additional Individual Payout
Factor that can increase the calculated bonus payment by up to 30% based on
superior business performance, subject to the 300% Bonus Payout Factor cap.
Evidence of superior business performance will include, but is not limited to,
overachievement of revenue and profitability goals, and achievement of
non-financial results that contributed positively to the performance of the
Company. At the end of fiscal year 2012, the Chief Executive Officer will review
and assess the performance of each of the eligible participants with respect to
his or her goals, and will provide his recommendations regarding each
participant’s performance to the Compensation Committee. The Compensation
Committee will then, in its discretion, determine whether there is superior
performance justifying the application of an Individual Payout Factor.

4. Fiscal 2012 bonus payments, if any, under the Executive Performance
Incentive Plan will be calculated at the end of each fiscal quarter and
distributed after the first half and second half of fiscal year 2012. The bonus
payment for the first half of Fiscal 2012 will be paid on or before June 30,
2012 and the bonus payment for the second half of Fiscal 2012 will be paid on or
before December 31, 2012. In the event that the Compensation Committee
determines that a participant should receive an Individual Payout Factor, such
amount would be paid to the participant, together with the regular payment, if
any, for the second half of fiscal 2012. Therefore, the amount paid after the
first half of fiscal year 2012 will be based only on paragraphs 1 and 2 above,
while the amount paid after the fiscal year end will be based on paragraphs 1
and 2 above and will also include any amount based on the application of the
Individual Payout Factor as described in paragraph 3 above.

5. Executives are eligible for a bonus payment with respect to their first
full fiscal quarter of employment, so long as they remain actively employed by
the Company on the applicable bonus payment date in June or December. For
example, an executive hired during the first quarter would only be eligible for
a bonus payment with respect to the second quarter, so long as he or she was
still actively employed on the June payment date.