{"id":39902,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-performance-incentive-plan-analog-devices-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-performance-incentive-plan-analog-devices-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-performance-incentive-plan-analog-devices-inc.html","title":{"rendered":"Executive Performance Incentive Plan – Analog Devices Inc."},"content":{"rendered":"

2012 Executive Performance Incentive
\nPlan<\/u><\/strong><\/p>\n

On September 13, 2011, the Compensation Committee of the Board of Directors
\nof Analog Devices, Inc. (the “Company”) approved the terms of the 2012 Executive
\nPerformance Incentive Plan (the “Executive Performance Incentive Plan”). All
\nexecutive officers and other senior management selected by the Chief Executive
\nOfficer will participate in the Executive Performance Incentive Plan. Bonus
\npayments under the Executive Performance Incentive Plan are calculated and paid
\nas follows:<\/p>\n

1. Each participant’s Fiscal 2012 Bonus Target is obtained by multiplying his
\nor her Base Salary by his or her Individual Target Bonus Percentage:<\/p>\n\n\n\n\n\n
\n<\/td>\n\n

<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

Base Salary : the individual’s base pay during the applicable bonus period.\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

Individual Target Bonus Percentage : a percentage of the individual’s Base
\nSalary, determined individually for each participant by the Compensation
\nCommittee and ranging from 50% to 160%.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

The Compensation Committee adopted the following Bonus Payout Factor tables
\nunder the 2012 Executive Performance Incentive Plan:<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

50% of Bonus Based<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

on OPBT\/Revenue<\/p>\n<\/td>\n

\n<\/td>\n\n

Bonus Payout Factor<\/p>\n<\/td>\n<\/tr>\n

\n

15%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

0<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

22.5%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

100<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

31%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

200<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

36%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

300<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

50% of Bonus Based<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

1<\/p>\n<\/td>\n

\n<\/td>\n\n

In order to facilitate a comparison of fiscal quarters for purposes of the
\nrevenue growth element of the plan, all 14 week quarters will be normalized to a
\n13 week quarter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

on Revenue Growth<\/p>\n<\/td>\n

\n<\/td>\n\n

Bonus Payout Factor<\/p>\n<\/td>\n<\/tr>\n

\n

0%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

0<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

10%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

100<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

20%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

200<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n

\n

30%<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

300<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

A participant’s bonus for a quarter shall be equal to the product obtained by
\nmultiplying a participant’s Fiscal 2012 Bonus Target for the quarter by the
\nBonus Payout Factor for that quarter. Each participant’s Fiscal 2012 Bonus
\nPayment can range from zero to three times his or her Fiscal 2012 Bonus Target.\n<\/p>\n

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

4. Fiscal 2012 bonus payments, if any, under the Executive Performance
\nIncentive Plan will be calculated at the end of each fiscal quarter and
\ndistributed after the first half and second half of fiscal year 2012. The bonus
\npayment for the first half of Fiscal 2012 will be paid on or before June 30,
\n2012 and the bonus payment for the second half of Fiscal 2012 will be paid on or
\nbefore December 31, 2012. In the event that the Compensation Committee
\ndetermines that a participant should receive an Individual Payout Factor, such
\namount would be paid to the participant, together with the regular payment, if
\nany, for the second half of fiscal 2012. Therefore, the amount paid after the
\nfirst half of fiscal year 2012 will be based only on paragraphs 1 and 2 above,
\nwhile the amount paid after the fiscal year end will be based on paragraphs 1
\nand 2 above and will also include any amount based on the application of the
\nIndividual Payout Factor as described in paragraph 3 above.<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

5. Executives are eligible for a bonus payment with respect to their first
\nfull fiscal quarter of employment, so long as they remain actively employed by
\nthe Company on the applicable bonus payment date in June or December. For
\nexample, an executive hired during the first quarter would only be eligible for
\na bonus payment with respect to the second quarter, so long as he or she was
\nstill actively employed on the June payment date.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6696],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9546],"class_list":["post-39902","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-analog-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39902","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39902"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39902"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39902"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39902"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}