{"id":40599,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-incentive-plan-analog-devices-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-incentive-plan-analog-devices-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-incentive-plan-analog-devices-inc.html","title":{"rendered":"Stock Incentive Plan – Analog Devices Inc."},"content":{"rendered":"

ANALOG DEVICES, INC.<\/strong><\/p>\n

2006 STOCK INCENTIVE PLAN<\/u><\/strong><\/p>\n

1. Purpose<\/u><\/p>\n

The purpose of this 2006 Stock Incentive Plan (the “Plan”) of Analog Devices,
\nInc., a Massachusetts corporation (the “Company”), is to advance the interests
\nof the Company’s stockholders by enhancing the Company’s ability to attract,
\nretain and motivate persons who are expected to make important contributions to
\nthe Company and by providing such persons with equity ownership opportunities
\nand performance-based incentives that are intended to align their interests with
\nthose of the Company’s stockholders. Except where the context otherwise
\nrequires, the term “Company” shall include any of the Company’s present or
\nfuture parent or subsidiary corporations as defined in Sections 424(e) or (f) of
\nthe Internal Revenue Code of 1986, as amended, and any regulations promulgated
\nthereunder (the “Code”) and any other business venture (including, without
\nlimitation, joint venture or limited liability company) in which the Company has
\na controlling interest, as determined by the Board of Directors of the Company
\n(the “Board”).<\/p>\n

2. Eligibility<\/u><\/p>\n

All of the Company’s employees, officers, directors, consultants and advisors
\nare eligible to receive options, stock appreciation rights, restricted stock,
\nrestricted stock units and other stock-based awards (each, an “Award”) under the
\nPlan. Each person who receives an Award under the Plan is deemed a
\n“Participant”.<\/p>\n

3. Administration and Delegation<\/u><\/p>\n

(a) Administration by Board of Directors<\/u>. The Plan will be
\nadministered by the Board. The Board shall have authority to grant Awards and to
\nadopt, amend and repeal such administrative rules, guidelines and practices
\nrelating to the Plan as it shall deem advisable. The Board may construe and
\ninterpret the terms of the Plan and any Award agreement entered into under the
\nPlan. The Board may correct any defect, supply any omission or reconcile any
\ninconsistency in the Plan or any Award in the manner and to the extent it shall
\ndeem expedient to carry the Plan into effect and it shall be the sole and final
\njudge of such expediency. All decisions by the Board shall be made in the
\nBoard’s sole discretion and shall be final and binding on all persons having or
\nclaiming any interest in the Plan or in any Award. No director or person acting
\npursuant to the authority delegated by the Board shall be liable for any action
\nor determination relating to or under the Plan made in good faith.<\/p>\n

(b) Appointment of Committees<\/u>. To the extent permitted by applicable
\nlaw, the Board may delegate any or all of its powers under the Plan to one or
\nmore committees or subcommittees of the Board (a “Committee”). All references in
\nthe Plan to the “Board” shall mean the Board or a Committee of the Board or the
\nofficers referred to in Section 3(c) to the<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

extent that the Board’s powers or authority under the Plan have been
\ndelegated to such Committee or officers.<\/p>\n

(c) Delegation to Officers<\/u>. To the extent permitted by applicable law,
\nthe Board may delegate to one or more officers of the Company the power to grant
\nAwards to employees or officers of the Company or any of its present or future
\nsubsidiary corporations and to exercise such other powers under the Plan as the
\nBoard may determine, provided<\/u> that the Board shall fix the terms of the
\nAwards to be granted by such officers (including the exercise price of such
\nAwards, which may include a formula by which the exercise price will be
\ndetermined) and the maximum number of shares subject to Awards that the officers
\nmay grant; provided<\/u> further, however, that no officer shall be authorized
\nto grant Awards to any “executive officer” of the Company (as defined by Rule
\n3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
\nor to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange
\nAct).<\/p>\n

4. Stock Available for Awards<\/u><\/p>\n

(a) Number of Shares<\/u>. Subject to adjustment under Section 11, Awards
\nmay be made under the Plan for up to 15,000,000 shares of common stock, $.162\/3
\npar value per share, of the Company (the “Common Stock”), plus any shares that
\nare subject to outstanding options under the 1998 Stock Option and 2001
\nBroad-Based Stock Option Plan (collectively, the “Prior Plans”) as of the
\nadoption of this Plan by the Board but are not issued under the Prior Plans as a
\nresult, and to the extent, of the termination or expiration of the applicable
\noption prior to the exercise thereof. From and after the Effective Date, the
\nCompany shall issue no further options under the Prior Plans, and such Prior
\nPlans shall terminate, except to the extent they apply to options outstanding
\nunder the Prior Plans as of the Effective Date.<\/p>\n

If any Award issued under this Plan expires or is terminated, surrendered or
\ncanceled without having been fully exercised, is forfeited in whole or in part
\n(including as the result of shares of Common Stock subject to such Award being
\nrepurchased by the Company at the original issuance price pursuant to a
\ncontractual repurchase right), is settled in cash or otherwise results in any
\nCommon Stock not being issued, the unused Common Stock covered by such Award
\nshall again be available for the grant of Awards under the Plan. However, in the
\ncase of Incentive Stock Options (as hereinafter defined), the foregoing
\nprovisions shall be subject to any limitations under the Code. Notwithstanding
\nanything to the contrary herein, the following shares may not again be made
\navailable for issuance as Awards under the Plan: (i) shares not issued or
\ndelivered as a result of the net settlement of an outstanding Stock Appreciation
\nRight, (ii) shares used to pay the exercise price or withholding taxes related
\nto an outstanding Award, and (iii) shares subject to options surrendered for
\ncancellation and exchange as part of a shareholder-approved option exchange
\nprogram that are not awarded under new Options issued in such approved option
\nexchange. Shares issued under the Plan may consist in whole or in part of
\nauthorized but unissued shares or treasury shares.<\/p>\n

(b) Counting of Shares<\/u>. Subject to adjustment under Section 11, an
\nOption or Stock Appreciation Right shall be counted against the share limit
\nspecified in Section 4(a) as one share for each share of common stock subject to
\nthe Option or Stock Appreciation Right, and any Award of Restricted Stock,
\nRestricted Stock Units or Other Stock Unit Awards with a per share or per unit
\npurchase price lower than 100% of Fair Market Value (as defined below) on the
\ndate<\/p>\n

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

of grant (a “Full Value Award”) shall be counted against the share limit
\nspecified in Section 4(a) as three shares for each one share of Common Stock
\nsubject to such Full Value Award. To the extent that a share that was subject to
\nan Award that counted as three shares against the Plan reserve pursuant to
\nSection 4(a) is returned to the Plan pursuant to Section 4(a), such reserve will
\nbe credited with three shares.<\/p>\n

(c) Sub-limits<\/u>. Subject to adjustment under Section 11, the maximum
\nnumber of shares of Common Stock with respect to which Options and Stock
\nAppreciation Rights may be granted to any Participant under the Plan shall be
\n2,000,000 per fiscal year of the Company, and the maximum number of shares of
\nCommon Stock with respect to which Restricted Stock Awards, Restricted Stock
\nUnits and Other Stock Unit Awards may be granted to any Participant under the
\nPlan shall be 1,000,000 per fiscal year of the Company. For purposes of the
\nforegoing limit, the combination of an Option in tandem with a Stock
\nAppreciation Right shall be treated as a single Award. The per-Participant limit
\ndescribed in this Section 4(c) shall be construed and applied consistently with
\nSection 162(m) of the Code or any successor provision thereto, and the
\nregulations thereunder (“Section 162(m)”).<\/p>\n

5. Stock Options<\/u><\/p>\n

(a) General<\/u>. The Board may grant options to purchase Common Stock
\n(each, an “Option”) and determine the number of shares of Common Stock to be
\ncovered by each Option, the exercise price of each Option and the conditions and
\nlimitations applicable to the exercise of each Option, including conditions
\nrelating to applicable federal or state securities laws, as it considers
\nnecessary or advisable. An Option which is not intended to be an Incentive Stock
\nOption (as hereinafter defined) shall be designated a “Nonstatutory Stock
\nOption”.<\/p>\n

(b) Incentive Stock Options<\/u>. An Option that the Board intends to be an
\n“incentive stock option” as defined in Section 422 of the Code (an “Incentive
\nStock Option”) shall only be granted to employees of the Company, any of the
\nCompany’s present or future parent or subsidiary corporations as defined in
\nSections 424(e) or (f) of the Code, and any other entities the employees of
\nwhich are eligible to receive Incentive Stock Options under the Code, and shall
\nbe subject to and shall be construed consistently with the requirements of
\nSection 422 of the Code. The Company shall have no liability to a Participant,
\nor any other party, if an Option (or any part thereof) that is intended to be an
\nIncentive Stock Option is not an Incentive Stock Option or for any action taken
\nby the Board pursuant to Section 12(f), including without limitation the
\nconversion of an Incentive Stock Option to a Nonstatutory Stock Option. The
\nmaximum number of shares that may be issued upon exercise of Incentive Stock
\nOptions under the Plan shall be 15,000,000, as adjusted pursuant to Section 11.\n<\/p>\n

(c) Exercise Price<\/u>. The Board shall establish the exercise price of
\neach Option and specify such exercise price in the applicable option agreement;
\nprovided<\/u>, however, that the exercise price shall be not less than 100% of
\nthe Fair Market Value per share of Common Stock on the date the Option is
\ngranted. For purposes of this Plan, “Fair Market Value” shall mean the fair
\nmarket value as determined by (or in a manner approved by) the Board.<\/p>\n

(d) Duration of Options<\/u>. Each Option shall be exercisable at such
\ntimes and subject to such terms and conditions as the Board may specify in the
\napplicable option agreement; provided<\/u>, however, that no Option will be
\ngranted for a term in excess of 10 years.<\/p>\n

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(e) Exercise of Option<\/u>. Options may be exercised by delivery to the
\nCompany, or an agent of the Company, of a written notice of exercise signed by
\nthe proper person or by any other form of notice (including electronic notice)
\napproved by the Board, together with payment in full as specified in Section
\n5(f) for the number of shares for which the Option is exercised. Shares of
\nCommon Stock subject to the Option will be delivered by the Company following
\nexercise either as soon as practicable or, subject to such conditions as the
\nBoard shall specify, on a deferred basis (with the Company’s obligation to be
\nevidenced by an instrument providing for future delivery of the deferred shares
\nat the time or times specified by the Board).<\/p>\n

(f) Payment Upon Exercise.<\/u> Common Stock purchased upon the exercise of
\nan Option granted under the Plan shall be paid for as follows:<\/p>\n

(1) in cash or by check, payable to the order of the Company;<\/p>\n

(2) except as may otherwise be provided in the applicable option agreement,
\nby (i) delivery of an irrevocable and unconditional undertaking by a
\ncreditworthy broker to deliver promptly to the Company sufficient funds to pay
\nthe exercise price and any required tax withholding or (ii) delivery by the
\nParticipant to the Company of a copy of irrevocable and unconditional
\ninstructions to a creditworthy broker to deliver promptly to the Company cash or
\na check sufficient to pay the exercise price and any required tax withholding;\n<\/p>\n

(3) except as otherwise provided in the applicable option agreement, by
\ndelivery (either by actual delivery or attestation) of shares of Common Stock
\nowned by the Participant valued at their Fair Market Value, provided<\/u> (i)
\nsuch method of payment is then permitted under applicable law, (ii) such Common
\nStock, if acquired directly from the Company, was owned by the Participant for
\nsuch minimum period of time, if any, as may be established by the Board in its
\ndiscretion and (iii) such Common Stock is not subject to any repurchase,
\nforfeiture, unfulfilled vesting or other similar requirements;<\/p>\n

(4) if provided for in the applicable option agreement or approved by the
\nCompany, in its sole discretion, by payment of such other lawful consideration
\nas the Board may determine; or<\/p>\n

(5) by any combination of the above permitted forms of payment.<\/p>\n

(g) Limitation on Repricing<\/u>. Unless such action is approved by the
\nCompany’s stockholders: (1) no outstanding Option granted under the Plan may be
\namended to provide an exercise price per share that is lower than the
\nthen-current exercise price per share of such outstanding Option (other than
\nadjustments pursuant to Section 11) and (2) the Board may not cancel any
\noutstanding option (whether or not granted under the Plan) and grant in
\nconsideration therefor new Options under the Plan covering the same or a
\ndifferent number of shares of Common Stock and having an exercise price per
\nshare lower than the then-current exercise price per share of the cancelled
\noption.<\/p>\n

(h) No Reload Rights<\/u>. No option granted under the Plan shall contain
\nany provision entitling the optionee to the automatic grant of additional
\nOptions in connection with any exercise of the original Option.<\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(i) Substitute Options<\/u>. In connection with a merger or consolidation
\nof an entity with the Company or the acquisition by the Company of property or
\nstock of an entity, the Board may grant Awards in substitution for any options
\nor other stock or stock-based awards granted by such entity or an affiliate
\nthereof. Substitute Awards may be granted on such terms as the Board deems
\nappropriate in the circumstances, notwithstanding any limitations on Awards
\ncontained in the other sections of this Section 5 or in Section 2. Substitute
\nAwards shall not count against the overall share limit set forth in Section
\n4(a), except as may be required by reason of Section 422 and related provisions
\nof the Code.<\/p>\n

6. Stock Appreciation Rights<\/u>.<\/p>\n

(a) General<\/u>. The Board may grant Awards consisting of a Stock
\nAppreciation Right (“SAR”) entitling the holder, upon exercise, to receive an
\namount in Common Stock or cash or a combination thereof (as specified by the
\nBoard in the applicable Award agreement or otherwise) determined by reference to
\nappreciation, from and after the date of grant, in the fair market value of a
\nshare of Common Stock. The date as of which such appreciation or other measure
\nis determined shall be the exercise date.<\/p>\n

(b) Grants<\/u>. Stock Appreciation Rights may be granted in tandem with,
\nor independently of, Options granted under the Plan.<\/p>\n

(1) Tandem Awards<\/u>. When Stock Appreciation Rights are expressly
\ngranted in tandem with Options, (i) the Stock Appreciation Right will be
\nexercisable only at such time or times, and to the extent, that the related
\nOption is exercisable (except to the extent designated by the Board in
\nconnection with a Reorganization Event or a Change in Control Event) and will be
\nexercisable in accordance with the procedure required for exercise of the
\nrelated Option; (ii) the Stock Appreciation Right will terminate and no longer
\nbe exercisable upon the termination or exercise of the related Option, except to
\nthe extent designated by the Board in connection with a Reorganization Event or
\na Change in Control Event and except that a Stock Appreciation Right granted
\nwith respect to less than the full number of shares covered by an Option will
\nnot be reduced until the number of shares as to which the related Option has
\nbeen exercised or has terminated exceeds the number of shares not covered by the
\nStock Appreciation Right; (iii) the Option will terminate and no longer be
\nexercisable upon the exercise of the related Stock Appreciation Right; and (iv)
\nthe Stock Appreciation Right will be transferable only with the related Option.\n<\/p>\n

(2) Independent SARs<\/u>. A Stock Appreciation Right not expressly granted
\nin tandem with an Option will become exercisable at such time or times, and on
\nsuch conditions, as the Board may specify in the SAR Award.<\/p>\n

(c) Grant Price<\/u>. The Board shall establish the exercise or grant price
\nof each SAR and specify such price in the applicable Award agreement;
\nprovided<\/u>, however, that the exercise or grant price shall be not less
\nthan 100% of the Fair Market Value per share of Common Stock on the date the SAR
\nis granted.<\/p>\n

(d) Duration of SAR<\/u>. Each SAR shall be exercisable at such times and
\nsubject to such terms and conditions as the Board may specify in the applicable
\nAward agreement; provided<\/u>, however, that no SAR will be granted for a
\nterm in excess of 10 years.<\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(e) Exercise<\/u>. Stock Appreciation Rights may be exercised by delivery
\nto the Company, or an agent of the Company, of a written notice of exercise
\nsigned by the proper person or by any other form of notice (including electronic
\nnotice) approved by the Board, together with any other documents required by the
\nBoard.<\/p>\n

(f) Limitation on Repricing<\/u>. Unless such action is approved by the
\nCompany’s stockholders: (1) no outstanding SAR granted under the Plan may be
\namended to provide an exercise price per share that is lower than the
\nthen-current exercise price per share of such outstanding SAR (other than
\nadjustments pursuant to Section 11) and (2) the Board may not cancel any
\noutstanding SAR (whether or not granted under the Plan) and grant in
\nconsideration therefor new SARs under the Plan covering the same or a different
\nnumber of shares of Common Stock and having an exercise price per share lower
\nthan the then-current exercise price per share of the cancelled SAR.<\/p>\n

7. Restricted Stock<\/u>.<\/p>\n

(a) General<\/u>. The Board may grant Awards entitling recipients to
\nacquire shares of Common Stock (“Restricted Stock”), subject to the right of the
\nCompany to repurchase all or part of such shares at their issue price or other
\nstated or formula price (or to require forfeiture of such shares if issued at no
\ncost) from the recipient in the event that conditions specified by the Board in
\nthe applicable Award are not satisfied prior to the end of the applicable
\nrestriction period or periods established by the Board for such Award.<\/p>\n

(b) Terms and Conditions<\/u>. Subject to Section 7(c), the Board shall
\ndetermine the terms and conditions of a Restricted Stock Award, including the
\nconditions for vesting and forfeiture and the issue price, if any.<\/p>\n

(c) Limitations on Vesting Conditions<\/u>. No vesting condition that is
\nbased on performance criteria and level of achievement versus such criteria
\nshall be based on performance over a period of less than 12 months, and no
\nvesting condition that is based upon continued employment or the passage of time
\nshall provide for vesting in full of a Restricted Stock Award in less than equal
\npro rata installments over three years from the date the Award is made, other
\nthan (i) in the event of death, disability or retirement of the Participant, or
\n(ii) Awards made to members of the Board of Directors, in each case as specified
\nin the Agreement evidencing such Award.<\/p>\n

(d) Dividends<\/u>. Participants holding shares of Restricted Stock will be
\nentitled to all ordinary cash dividends paid with respect to such shares, unless
\notherwise provided by the Board. If any such dividends or distributions are paid
\nin shares, or consist of an extraordinary cash dividend, the shares or cash will
\nbe subject to the same restrictions on transferability and forfeitability as the
\nshares of Restricted Stock with respect to which they were paid, unless
\notherwise provided by the Board.<\/p>\n

(e) Stock Certificates<\/u>. The Company may require that the stock
\ncertificates, if any, issued in respect of a Restricted Stock Award shall be
\ndeposited in escrow by the Participant, together with a stock power endorsed in
\nblank, with the Company (or its designee). At the expiration of the applicable
\nrestriction periods, the Company (or such designee) shall deliver the
\ncertificates no longer subject to such restrictions to the Participant or if the
\nParticipant has died,<\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

to the beneficiary designated, in a manner determined by the Board, by a
\nParticipant to receive amounts due or exercise rights of the Participant in the
\nevent of the Participant’s death (the “Designated Beneficiary”). In the absence
\nof an effective designation by a Participant, “Designated Beneficiary” shall
\nmean the Participant’s estate.<\/p>\n

8. Restricted Stock Units<\/u>.<\/p>\n

(a) General<\/u>. The Board may grant Awards consisting of Restricted Stock
\nUnits. “Restricted Stock Unit” means a fictional share of Common Stock granted
\nto a Participant and represented initially by a bookkeeping entry.<\/p>\n

(b) Terms and Conditions<\/u>. Subject to Section 8(c), the Board shall
\ndetermine the terms and conditions of a Restricted Stock Unit, including the
\nconditions for vesting and forfeiture and issue price, if any. Upon the vesting
\nof and\/or lapsing of any other restrictions with respect to each Restricted
\nStock Unit, the Participant shall be entitled to receive from the Company one
\nshare of Common Stock or an amount of cash equal to the Fair Market Value of one
\nshare of Common Stock, as specified by the Board in the applicable Award
\nagreement or otherwise. The Board may, in its discretion, provide that
\nsettlement of Restricted Stock Units shall be deferred, on a mandatory basis or
\nat the election of the Participant.<\/p>\n

(c) Limitations on Vesting Conditions<\/u>. No vesting condition that is
\nbased on performance criteria and level of achievement versus such criteria
\nshall be based on performance over a period of less than 12 months, and no
\nvesting condition that is based upon continued employment or the passage of time
\nshall provide for vesting in full of a Restricted Stock Unit in less than equal
\npro rata installments over three years from the date the Award is made, other
\nthan (i) in the event of death, disability or retirement of the Participant,
\n(ii) Awards made to members of the Board of Directors or, (iii) in the
\ndiscretion of the Board, when the granting of such Restricted Stock Units in any
\nforeign jurisdiction is delayed in connection with registration or approval to
\nbe obtained in connection with such Restricted Stock Units, in each case as
\nspecified in the Agreement evidencing such Award.<\/p>\n

(d) Voting Rights<\/u>. A Participant shall have no voting rights with
\nrespect to any Restricted Stock Units.<\/p>\n

(e) Dividends<\/u>. Unless otherwise provided by the Board, in its sole
\ndiscretion, a grant of Restricted Stock Units shall not entitle Participants
\nwith the right to receive an amount equal to any dividends or other
\ndistributions declared and paid on an equal number of outstanding shares of
\nCommon Stock (“Dividend Equivalents”). Dividend Equivalents may be paid
\ncurrently or credited to an account for the Participants, may be settled in cash
\nand\/or shares of Common Stock and may be subject to the same restrictions on
\ntransfer and forfeitability as the Restricted Stock Units with respect to which
\npaid, as determined by the Board in its sole discretion, subject in each case to
\nsuch terms and conditions as the Board shall establish.<\/p>\n

9. Performance Awards<\/u>.<\/p>\n

(a) Grants<\/u>. Restricted Stock Awards, Restricted Stock Units and other
\nAwards under the Plan may be made subject to the achievement of performance
\nmeasures pursuant to this Section 9 (“Performance Awards”).<\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(b) Committee<\/u>. Grants of Performance Awards to any Covered Employee
\nintended to qualify as “performance-based compensation” under Section 162(m)
\n(“Performance-Based Compensation”) shall be made only by a Committee (or
\nsubcommittee of a Committee) comprised solely of two or more directors eligible
\nto serve on a committee making Awards qualifying as “performance-based
\ncompensation” under Section 162(m) of the Code. In the case of such Awards
\ngranted to Covered Employees, references to the Board or to a Committee shall be
\ndeemed to be references to such Committee or subcommittee. “Covered Employee”
\nshall mean any person who is a “covered employee” under Section 162(m)(3) of the
\nCode.<\/p>\n

(c) Performance Measures<\/u>. For any Award that is intended to qualify as
\nPerformance-Based Compensation, the Committee shall specify in the applicable
\nAward agreement that the degree of granting, vesting and\/or payout shall be
\nsubject to the achievement of one or more objective performance measures
\nestablished by the Committee, which shall be based on the relative or absolute
\nattainment of specified levels of one or any combination of the following: (a)
\nnet income, (b) earnings before or after discontinued operations, interest,
\ntaxes, depreciation and\/or amortization, (c) operating profit before or after
\ndiscontinued operations and\/or taxes, (d) sales, (e) sales growth, (f) earnings
\ngrowth, (g) cash flow, free cash flow or cash position, (h) gross margins or
\nmargin percentages, (i) stock price, (j) market share, (k) return on sales,
\nassets, equity or investment, (l) improvement of financial ratings, (m)
\nachievement of balance sheet or income statement objectives or (n) total
\nshareholder return, (o) product release schedules, (p) product shipment targets,
\n(q) customer satisfaction or (r) new product innovation. Such measures may be
\nabsolute in their terms or measured against or in relationship to other
\ncompanies comparably, similarly or otherwise situated and may be determined on a
\ntotal or per share basis. Such performance measures may be adjusted to exclude
\nany one or more of (i) extraordinary items, (ii) gains or losses on the
\ndispositions of discontinued operations, (iii) the cumulative effects of changes
\nin accounting principles, (iv) the writedown of any asset, (v) stock based
\ncompensation, and (vi) charges for restructuring and rationalization programs.
\nSuch performance measures: (i) may vary by Participant and may be different for
\ndifferent Awards; (ii) may be particular to a Participant or the department,
\nbranch, line of business, subsidiary or other unit in which the Participant
\nworks and may cover such period as may be specified by the Committee; and (iii)
\nshall be set by the Committee within the time period prescribed by, and shall
\notherwise comply with the requirements of, Section 162(m). Awards that are not
\nintended to qualify as Performance-Based Compensation may be based on these or
\nsuch other performance measures as the Board may determine.<\/p>\n

(d) Adjustments<\/u>. Notwithstanding any provision of the Plan, with
\nrespect to any Performance Award that is intended to qualify as
\nPerformance-Based Compensation, the Committee may adjust downwards, but not
\nupwards, the cash or number of shares payable pursuant to such Award, and the
\nCommittee may not waive the achievement of the applicable performance measures
\nexcept in the case of the death or disability of the Participant.<\/p>\n

(e) Other<\/u>. The Committee shall have the power to impose such other
\nrestrictions on Awards subject to this Section 9 as it may deem necessary or
\nappropriate to ensure that such Awards satisfy all requirements for
\nPerformance-Based Compensation.<\/p>\n

8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

10. Other Stock-Based Awards<\/u>.<\/p>\n

(a) Grants<\/u>. Other Awards of shares of Common Stock, and other Awards
\nthat are valued in whole or in part by reference to, or are otherwise based on,
\nshares of Common Stock or other property, may be granted hereunder to
\nParticipants (“Other Stock Unit Awards”), including without limitation Awards
\nentitling recipients to receive shares of Common Stock to be delivered in the
\nfuture. Such Other Stock Unit Awards shall also be available as a form of
\npayment in the settlement of other Awards granted under the Plan or as payment
\nin lieu of compensation to which a Participant is otherwise entitled. Other
\nStock Unit Awards may be paid in shares of Common Stock or cash, as the Board
\nshall determine. Subject to the provisions of the Plan, the Board shall
\ndetermine the terms and conditions of each Other Stock Unit Award, including any
\npurchase price applicable thereto.<\/p>\n

(b) Limitations on Vesting Conditions<\/u>. No vesting condition that is
\nbased on performance criteria and level of achievement versus such criteria
\nshall be based on performance over a period of less than 12 months, and no
\nvesting condition that is based upon continued employment or the passage of time
\nshall provide for vesting in full of a Other Stock Unit Award in less than pro
\nrata rate installments over three years from the date the Award is made, other
\nthan in the event of death, disability or retirement of the Participant, in each
\ncase as specified in the Agreement evidencing such Award.<\/p>\n

11. Adjustments for Changes in Common Stock and Certain Other Events<\/u>.\n<\/p>\n

(a) Changes in Capitalization<\/u>. In the event of any stock split,
\nreverse stock split, stock dividend, recapitalization, combination of shares,
\nreclassification of shares, spin-off or other similar change in capitalization
\nor event, or any distribution to holders of Common Stock other than an ordinary
\ncash dividend, (i) the number and class of securities available under this Plan,
\n(ii) the sub-limits set forth in Section 4(c), (iii) the share counting
\nprovisions of Section 4(b), (iv) the number and class of securities and exercise
\nprice per share of each outstanding Option, (v) the share- and per-share
\nprovisions of each Stock Appreciation Right, (vi) the repurchase price per share
\nsubject to each outstanding Restricted Stock Award and Restricted Stock Unit and
\n(vii) the share- and per-share-related provisions of each outstanding Other
\nStock Unit Award, shall be appropriately adjusted by the Company (or substituted
\nAwards may be made, if applicable) to the extent determined by the Board.<\/p>\n

(b) Reorganization and Change in Control Events<\/u>.<\/p>\n

(1) Definitions<\/u>.<\/p>\n

(a) A “Reorganization Event” shall mean:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

any merger or consolidation of the Company with or into another entity as a
\nresult of which all of the Common Stock of the Company is converted into or
\nexchanged for the right to receive cash, securities or other property or is
\ncancelled;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

any exchange of all of the Common Stock of the Company for cash, securities
\nor other property pursuant to a share exchange transaction; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

any liquidation or dissolution of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

<\/p>\n

(b) A “Change in Control Event” shall mean:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

the acquisition by an individual, entity or group (within the meaning of
\nSection 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
\nownership of any capital stock of the Company if, after such acquisition, such
\nPerson beneficially owns (within the meaning of Rule 13d-3 promulgated under the
\nExchange Act) 50% or more of either (x) the then-outstanding shares of common
\nstock of the Company (the “Outstanding Company Common Stock”) or (y) the
\ncombined voting power of the then-outstanding securities of the Company entitled
\nto vote generally in the election of directors (the “Outstanding Company Voting
\nSecurities”); provided<\/u>, however, that for purposes of this subsection
\n(i), the following acquisitions shall not constitute a Change in Control Event:
\n(A) any acquisition directly from the Company (excluding an acquisition pursuant
\nto the exercise, conversion or exchange of any security exercisable for,
\nconvertible into or exchangeable for common stock or voting securities of the
\nCompany, unless the Person exercising, converting or exchanging such security
\nacquired such security directly from the Company or an underwriter or agent of
\nthe Company), (B) any acquisition by any employee benefit plan (or related
\ntrust) sponsored or maintained by the Company or any corporation controlled by
\nthe Company, or (C) any acquisition by any corporation pursuant to a Business
\nCombination (as defined below) which complies with clauses (x) and (y) of
\nsubsection (ii) of this definition; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

the consummation of a merger, consolidation, reorganization, recapitalization
\nor share exchange involving the Company or a sale or other disposition of all or
\nsubstantially all of the assets of the Company (a “Business Combination”),
\nunless, immediately following such Business Combination, each of the following
\ntwo conditions is satisfied: (x) all or substantially all of the individuals and
\nentities who were the beneficial owners of the Outstanding Company Common Stock
\nand Outstanding Company Voting Securities immediately prior to such Business
\nCombination beneficially own, directly or indirectly, more than 50% of the
\nthen-outstanding shares of common stock and the combined voting power of the
\nthen-outstanding securities entitled to vote generally in the election of
\ndirectors, respectively, of the resulting or acquiring corporation in such
\nBusiness Combination (which shall include, without limitation, a corporation\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

which as a result of such transaction owns the Company or substantially all
\nof the Company’s assets either directly or through one or more subsidiaries)
\n(such resulting or acquiring corporation is referred to herein as the “Acquiring
\nCorporation”) in substantially the same proportions as their ownership of the
\nOutstanding Company Common Stock and Outstanding Company Voting Securities,
\nrespectively, immediately prior to such Business Combination and (y) no Person
\n(excluding any employee benefit plan (or related trust) maintained or sponsored
\nby the Company or by the Acquiring Corporation) beneficially owns, directly or
\nindirectly, 30% or more of the then-outstanding shares of common stock of the
\nAcquiring Corporation, or of the combined voting power of the then-outstanding
\nsecurities of such corporation entitled to vote generally in the election of
\ndirectors (except to the extent that such ownership existed prior to the
\nBusiness Combination); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

the liquidation or dissolution of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) “Good Reason” shall mean any significant diminution in the Participant’s
\ntitle, authority, or responsibilities from and after such Reorganization Event
\nor Change in Control Event, as the case may be, or any reduction in the annual
\ncash compensation payable to the Participant from and after such Reorganization
\nEvent or Change in Control Event, as the case may be, or the relocation of the
\nplace of business at which the Participant is principally located to a location
\nthat is greater than 50 miles from its location immediately prior to such
\nReorganization Event or Change in Control Event.<\/p>\n

(d) “Cause” shall mean:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

any willful failure by the Participant, which failure is not cured within 30
\ndays of written notice to the Participant from the Company, to perform his or
\nher material responsibilities to the Company; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

any willful misconduct by the Participant which affects the business
\nreputation of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(2) Effect on Options<\/u>.<\/p>\n

(a) Reorganization Event<\/u>. Upon the occurrence of a Reorganization
\nEvent (regardless of whether such event also constitutes a Change in Control
\nEvent), or the execution by the Company of any agreement with respect to a
\nReorganization Event (regardless of whether such event will result in a Change
\nin Control Event), the Board shall provide that all outstanding Options shall be
\nassumed, or equivalent options shall be substituted, by the acquiring or
\nsucceeding corporation (or an affiliate thereof); provided<\/u> that,
\nnotwithstanding anything to the contrary in the Plan, if such Reorganization
\nEvent also constitutes a Change in Control Event,<\/p>\n

11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

except to the extent specifically provided to the contrary in the instrument
\nevidencing any Option or any other agreement between a Participant and the
\nCompany (A) one-half of the number of shares subject to the Option which were
\nnot already vested shall be exercisable upon the occurrence of such
\nReorganization Event and, subject to (B) below, the remaining one-half of such
\nnumber of shares shall continue to become vested in accordance with the original
\nvesting schedule set forth in such option, with one-half of the number of shares
\nthat would otherwise have become vested on each subsequent vesting date in
\naccordance with the original schedule becoming vested on each subsequent vesting
\ndate and (B) such assumed or substituted options shall become immediately
\nexercisable in full if, on or prior to the first anniversary of the date of the
\nconsummation of the Reorganization Event, the Participant’s employment with the
\nCompany or the acquiring or succeeding corporation is terminated for Good Reason
\nby the Participant or is terminated without Cause by the Company or the
\nacquiring or succeeding corporation. For purposes hereof, an Option shall be
\nconsidered to be assumed if, following consummation of the Reorganization Event,
\nthe Option confers the right to purchase, for each share of Common Stock subject
\nto the Option immediately prior to the consummation of the Reorganization Event,
\nthe consideration (whether cash, securities or other property) received as a
\nresult of the Reorganization Event by holders of Common Stock for each share of
\nCommon Stock held immediately prior to the consummation of the Reorganization
\nEvent (and if holders were offered a choice of consideration, the type of
\nconsideration chosen by the holders of a majority of the outstanding shares of
\nCommon Stock); provided<\/u>, however, that if the consideration received as a
\nresult of the Reorganization Event is not solely common stock of the acquiring
\nor succeeding corporation (or an affiliate thereof), the Company may, with the
\nconsent of the acquiring or succeeding corporation, provide for the
\nconsideration to be received upon the exercise of Options to consist solely of
\ncommon stock of the acquiring or succeeding corporation (or an affiliate
\nthereof) equivalent in value (as determined by the Board) to the per share
\nconsideration received by holders of outstanding shares of Common Stock as a
\nresult of the Reorganization Event.<\/p>\n

Notwithstanding the foregoing and anything to the contrary in the Plan, if
\nthe acquiring or succeeding corporation (or an affiliate thereof) does not agree
\nto assume, or substitute for, such Options, or in the event of a liquidation or
\ndissolution of the Company, the Board shall, upon written notice to the
\nParticipants, provide that all then unexercised Options will become exercisable
\nin full as of a specified time prior to the Reorganization Event and will
\nterminate immediately prior to the consummation of such Reorganization Event,
\nexcept to the extent exercised by the Participants before the consummation of
\nsuch Reorganization Event; provided<\/u>, however, that in the event of a
\nReorganization Event under the terms of which holders of Common Stock will
\nreceive upon consummation thereof a cash payment for each share of Common Stock
\nsurrendered pursuant to such Reorganization Event (the “Acquisition Price”),
\nthen the Board may instead provide that all outstanding Options shall terminate
\nupon consummation of such Reorganization Event and that each Participant shall
\nreceive, in exchange therefor, a cash payment equal to the amount (if any) by
\nwhich (A) the Acquisition Price multiplied by the number of shares of Common
\nStock subject to such outstanding Options (whether or not then exercisable),
\nexceeds (B) the aggregate exercise price of such Options.<\/p>\n

(b) Change in Control Event that is not a Reorganization Event<\/u>. Upon
\nthe occurrence of a Change in Control Event that does not also constitute a
\nReorganization Event, except to the extent specifically provided to the contrary
\nin the instrument evidencing any Option or any other agreement between a
\nParticipant and the Company, and notwithstanding anything to the contrary in the
\nPlan, the vesting schedule of such Option shall be accelerated in<\/p>\n

12<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

part so that one-half of the number of shares that would otherwise have first
\nbecome vested on any date after the date of the Change in Control Event shall
\nimmediately become exercisable. The remaining one-half of such number of shares
\nshall continue to become vested in accordance with the original vesting schedule
\nset forth in such Option, with one-half of the number of shares that would
\notherwise have become vested on each subsequent vesting date in accordance with
\nthe original schedule becoming vested on each such subsequent vesting date;
\nprovided<\/u>, however, that each such Option shall be immediately exercisable
\nin full if, on or prior to the first anniversary of the date of the consummation
\nof the Change in Control Event, the Participant’s employment with the Company or
\nthe acquiring or succeeding corporation is terminated for Good Reason by the
\nParticipant or is terminated without Cause by the Company or the acquiring or
\nsucceeding corporation.<\/p>\n

(3) Effect on Restricted Stock Awards<\/u>.<\/p>\n

(a) Reorganization Even<\/u>t. Upon the occurrence of a Reorganization
\nEvent (regardless of whether such event also constitutes a Change in Control
\nEvent), the repurchase and other rights of the Company under each outstanding
\nRestricted Stock Award shall inure to the benefit of the Company’s successor and
\nshall apply to the cash, securities or other property which the Common Stock was
\nconverted into or exchanged for pursuant to such Reorganization Event in the
\nsame manner and to the same extent as they applied to such Restricted Stock
\nAward.<\/p>\n

(b) Change in Control Event.<\/u> Upon the occurrence of a Change in
\nControl Event (regardless of whether such event also constitutes a
\nReorganization Event), except to the extent specifically provided to the
\ncontrary in the instrument evidencing any Restricted Stock Award or any other
\nagreement between a Participant and the Company, and notwithstanding anything to
\nthe contrary in the Plan, the vesting schedule of all Restricted Stock Awards
\nshall be accelerated in part so that one-half of the number of shares that would
\notherwise have first become free from conditions or restrictions on any date
\nafter the date of the Change in Control Event shall immediately become free from
\nconditions or restrictions. Subject to the following sentence, the remaining
\none-half of such number of shares shall continue to become free from conditions
\nor restrictions in accordance with the original schedule set forth in such
\nAward, with one-half of the number of shares that would otherwise have become
\nfree from conditions or restrictions on each subsequent vesting date in
\naccordance with the original schedule becoming free from conditions or
\nrestrictions on each subsequent vesting date. In addition, each such Award shall
\nimmediately become free from all conditions or restrictions if, on or prior to
\nthe first anniversary of the date of the consummation of the Change in Control
\nEvent, the Participant’s employment with the Company or the acquiring or
\nsucceeding corporation is terminated for Good Reason by the Participant or is
\nterminated without Cause by the Company or the acquiring or succeeding
\ncorporation.<\/p>\n

(4) Effect on Restricted Stock Unit Awards.<\/u><\/p>\n

(a) Reorganization Event<\/u>. Upon the occurrence of a Reorganization
\nEvent (regardless of whether such event constitutes a Change in Control Event),
\nthe Board shall provide that all outstanding Restricted Stock Unit Awards shall
\nbe assumed, or an equivalent award providing for Restricted Stock Units shall be
\nsubstituted, by the acquiring or succeeding corporation (or an affiliate
\nthereof); provided that, notwithstanding anything to the contrary in<\/p>\n

13<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

the Plan, if such Reorganization Event also constitutes both a Change in
\nControl Event and a “change in control event” within the meaning of Treasury
\nRegulation Section 1.409A-3(i)(5)(i), except to the extent specifically provided
\nto the contrary in the instrument evidencing any Award or any other agreement
\nbetween the Participant and the Company, (A) one-half of the number of
\nRestricted Stock Units that vest after the Reorganization Event shall
\nimmediately vest in full as of the consummation of the Reorganization Event and,
\nsubject to (B) below, the remaining one-half of the number of unvested
\nRestricted Stock Units shall continue to vest in accordance with the original
\nschedule set forth in such Restricted Stock Unit Award, with one-half of the
\nnumber of Restricted Stock Units that would otherwise have become vested on each
\nsubsequent vesting date in accordance with the original schedule becoming vested
\non each subsequent vesting date and (B) such assumed or substituted Restricted
\nStock Unit award shall immediately become vested in full if, on or prior to the
\nfirst anniversary of the date of the consummation of the Reorganization Event,
\nthe Participant’s employment with the Company or the acquiring or succeeding
\ncorporation is terminated for Good Reason (as defined in Section 11(b)(4)(c)
\nbelow) by the Participant or is terminated without Cause by the Company or the
\nacquiring or succeeding corporation.<\/p>\n

For purposes hereof, a Restricted Stock Unit Award shall be considered to be
\nassumed if, following consummation of the Reorganization Event, the Restricted
\nStock Unit Award confers the right to receive upon vesting and conversion for
\neach Restricted Stock Unit immediately prior to the consummation of the
\nReorganization Event, the consideration (whether cash, securities or other
\nproperty) received as a result of the Reorganization Event by holders of Common
\nStock for each share of Common Stock held immediately prior to the consummation
\nof the Reorganization Event (and if holders were offered a choice of
\nconsideration, the type of consideration chosen by the holders of a majority of
\nthe outstanding shares of Common Stock); provided, however, that if the
\nconsideration received as a result of the Reorganization Event is not solely
\ncommon stock of the acquiring or succeeding corporation (or an affiliate
\nthereof) (or if holders of Common Stock were offered a choice of consideration
\nand the type of consideration chosen by the holders of a majority of the
\noutstanding shares of Common Stock was not common stock of the acquiring or
\nsucceeding corporation), the Company may, with the consent of the acquiring or
\nsucceeding corporation, provide for the consideration to be received upon the
\nvesting and conversion of Restricted Stock Units to consist solely of common
\nstock of the acquiring or succeeding corporation (or an affiliate thereof)
\nequivalent in value (as determined by the Board of Directors) to the per share
\nconsideration received by holders of outstanding shares of Common Stock as a
\nresult of the Reorganization Event.<\/p>\n

Notwithstanding the foregoing and anything to the contrary in the Plan, if
\nthe acquiring or succeeding corporation (or an affiliate thereof) does not agree
\nto assume, or substitute for, a Restricted Stock Unit Award, or in the event of
\na liquidation or dissolution of the Company, the Board of Directors shall, upon
\nwritten notice to the Participant, (A) provide that all then unvested Restricted
\nStock Units that are exempt from Section 409A will vest in full as of
\nimmediately prior to the Reorganization Event; provided, however, that in the
\nevent of a Reorganization Event under the terms of which holders of Common Stock
\nwill receive upon consummation thereof a cash payment for each share of Common
\nStock surrendered pursuant to such Reorganization Event (the “Acquisition
\nPrice”), then the Board of Directors may instead provide that all such unvested
\nRestricted Stock Units shall terminate upon consummation of such Reorganization
\nEvent and that the Participant shall receive, in exchange therefor, a cash
\npayment equal to the amount equal to the Acquisition Price multiplied by the
\nnumber of shares of<\/p>\n

14<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Common Stock issuable under such unvested Restricted Stock Units; and (B)
\nprovide that all then unvested Restricted Stock Units that are not exempt from
\nSection 409A shall be treated in the same manner Restricted Stock Units subject
\nto clause (A) if such Reorganization Event also is a “change in control event”
\nas described in Treasury Regulation Section 1.409A-3(i)(5(i) and if not, shall
\nbe terminated as of the Reorganization Event without any payment for the
\nunvested Restricted Stock Units.<\/p>\n

(b) Change in Control Event that is not a Reorganization Event<\/u>. Upon
\nthe occurrence of a Change in Control Event that also is a “change in control
\nevent” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) that
\ndoes not constitute a Reorganization Event, except to the extent specifically
\nprovided to the contrary in the instrument evidencing any award or any other
\nagreement between the Participant and the Company, (A) one-half of the number of
\nRestricted Stock Units that vest after the Change in Control Event shall
\nimmediately vest in full as of the consummation of the Change in Control Event
\nand be converted and delivered to the Participant and, subject to (B) below, the
\nremaining one-half of the number of unvested Restricted Stock Units shall
\ncontinue to vest in accordance with the original schedule set forth in such
\nRestricted Stock Unit Award, with one-half of the number of Restricted Stock
\nUnits that would otherwise have become vested on each subsequent vesting date in
\naccordance with the original schedule becoming vested on each subsequent vesting
\ndate and (B) such Restricted Stock Unit Award shall immediately become vested in
\nfull if, on or prior to the first anniversary of the date of the consummation of
\nthe Change in Control Event, the Participant’s employment with the Company is
\nterminated for Good Reason (as defined in Section 11(b)(4)(c) below) by the
\nParticipant or is terminated without Cause by the Company.<\/p>\n

(c) Definition of Good Reason for the purposes this Section 11(b)(4) of
\nthe Plan.<\/u><\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

For any Restricted Stock Unit Awards granted on or before December 10, 2009,
\n“Good Reason” shall mean good reason as defined in Section 11(b)(1)(c) of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

For any Restricted Stock Unit Awards granted after December 10, 2009, “Good
\nReason” shall mean any significant diminution in the Participant’s title,
\nauthority, or responsibilities from and after such Reorganization Event or
\nChange in Control Event, as the case may be, or any material reduction in the
\nannual cash compensation payable to the Participant from and after such
\nReorganization Event or Change in Control Event, as the case may be, or the
\nrelocation of the place of business at which the Participant is principally
\nlocated to a location that is greater than 50 miles from its location
\nimmediately prior to such Reorganization Event or Change in Control Event.
\nNotwithstanding the occurrence of any such event or circumstance, such
\noccurrence shall not be deemed to constitute Good Reason unless (x) the
\nParticipant gives the Company notice of termination no more than 90 days after
\nthe initial existence of such event or circumstance, (y) such<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

event or circumstance has not been fully corrected by the Company within 30
\ndays of the Company’s receipt of such notice and (z) the Participant’s
\ntermination occurs within 60 days following the Company’s receipt of such
\nnotice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(5) Effect on Stock Appreciation Rights and Other Stock Unit Awards<\/u>.
\nThe Board may specify in an Award at the time of the grant the effect of a
\nReorganization Event and Change in Control Event on any SAR or Other Stock Unit
\nAward.<\/p>\n

12. General Provisions Applicable to Awards<\/u><\/p>\n

(a) Transferability of Awards<\/u>. Awards shall not be sold, assigned,
\ntransferred, pledged or otherwise encumbered by the person to whom they are
\ngranted, either voluntarily or by operation of law, except by will or the laws
\nof descent and distribution or, other than in the case of an Incentive Stock
\nOption, pursuant to a qualified domestic relations order, and, during the life
\nof the Participant, shall be exercisable only by the Participant;
\nprovided<\/u>, however, that the Board may permit or provide in an Award for
\nthe gratuitous transfer of the Award by the Participant to or for the benefit of
\nany immediate family member, family trust or family partnership established
\nsolely for the benefit of the Participant and\/or an immediate family member
\nthereof if, with respect to such proposed transferee, the Company would be
\neligible to use a Form S-8 for the registration of the sale of the Common Stock
\nsubject to such Award under the Securities Act of 1933, as amended;
\nprovided<\/u>, further, that the Company shall not be required to recognize
\nany such transfer until such time as the Participant and such permitted
\ntransferee shall, as a condition to such transfer, deliver to the Company a
\nwritten instrument in form and substance satisfactory to the Company confirming
\nthat such transferee shall be bound by all of the terms and conditions of the
\nAward. References to a Participant, to the extent relevant in the context, shall
\ninclude references to authorized transferees.<\/p>\n

(b) Documentation<\/u>. Each Award shall be evidenced in such form
\n(written, electronic or otherwise) as the Board shall determine. Each Award may
\ncontain terms and conditions in addition to those set forth in the Plan. In the
\nevent of any conflict between the terms of any Award agreement and this Plan,
\nthis Plan shall govern and control.<\/p>\n

(c) Board Discretion<\/u>. Except as otherwise provided by the Plan, each
\nAward may be made alone or in addition or in relation to any other Award. The
\nterms of each Award need not be identical, and the Board need not treat
\nParticipants uniformly.<\/p>\n

(d) Termination of Status<\/u>. The Board shall determine the effect on an
\nAward of the disability, death, retirement, authorized leave of absence or other
\nchange in the employment or other status of a Participant and the extent to
\nwhich, and the period during which, the Participant, or the Participant’s legal
\nrepresentative, conservator, guardian or Designated Beneficiary, may exercise
\nrights under the Award.<\/p>\n

(e) Withholding<\/u>. The Company may require each Participant to pay to
\nthe Company, or make provision satisfactory to the Company for payment of, any
\ntaxes, social security contributions or other similar amounts required by law to
\nbe withheld in connection with an Award to such Participant. Unless otherwise
\nprovided for in the applicable Award agreement, a Participant may satisfy such
\ntax obligations in whole or in part by delivery of shares of Common<\/p>\n

16<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Stock, including shares retained from the Award creating the tax obligation,
\nvalued at their Fair Market Value; provided<\/u>, however, except as otherwise
\nprovided by the Board, that the total tax withholding where stock is being used
\nto satisfy such tax obligations cannot exceed the Company’s minimum statutory
\nwithholding obligations (based on minimum statutory withholding rates for
\nfederal and state tax purposes, including payroll taxes, that are applicable to
\nsuch supplemental taxable income). Shares surrendered to satisfy tax withholding
\nrequirements cannot be subject to any repurchase, forfeiture, unfulfilled
\nvesting or other similar requirements. The Company may, to the extent permitted
\nby law, deduct any such tax obligations from any payment of any kind otherwise
\ndue to a Participant.<\/p>\n

(f) Amendment of Award<\/u>. Except as set forth in Sections 5(g) and 6(f),
\nthe Board may amend, modify or terminate any outstanding Award, including but
\nnot limited to, substituting therefor another Award of the same or a different
\ntype, changing the date of exercise or realization, and converting an Incentive
\nStock Option to a Nonstatutory Stock Option; provided<\/u> that the
\nParticipant’s consent to such action shall be required unless the Board
\ndetermines that the action, taking into account any related action, would not
\nmaterially and adversely affect the Participant.<\/p>\n

(g) Conditions on Delivery of Stock<\/u>. The Company will not be obligated
\nto deliver any shares of Common Stock pursuant to the Plan or to remove
\nrestrictions from shares previously delivered under the Plan until (i) all
\nconditions of the Award have been met or removed to the satisfaction of the
\nCompany, (ii) in the opinion of the Company’s counsel, all other legal matters
\nin connection with the issuance and delivery of such shares have been satisfied,
\nincluding any applicable securities laws and any applicable stock exchange or
\nstock market rules and regulations, and (iii) the Participant has executed and
\ndelivered to the Company such representations or agreements as the Company may
\nconsider appropriate to satisfy the requirements of any applicable laws, rules
\nor regulations.<\/p>\n

(h) Acceleration<\/u>. Notwithstanding anything to the contrary in the
\nPlan, the Board may at any time provide that any Award shall become immediately
\nexercisable in full or in part, free of some or all restrictions or conditions,
\nor otherwise realizable in full or in part, as the case may be.<\/p>\n

13. Miscellaneous<\/u><\/p>\n

(a) No Right To Employment or Other Status<\/u>. No person shall have any
\nclaim or right to be granted an Award, and the grant of an Award shall not be
\nconstrued as giving a Participant the right to continued employment or any other
\nrelationship with the Company. The Company expressly reserves the right at any
\ntime to dismiss or otherwise terminate its relationship with a Participant free
\nfrom any liability or claim under the Plan, except as expressly provided<\/u>
\nin the applicable Award.<\/p>\n

(b) No Rights As Stockholder<\/u>. Subject to the provisions of the
\napplicable Award, no Participant or Designated Beneficiary shall have any rights
\nas a stockholder with respect to any shares of Common Stock to be distributed
\nwith respect to an Award until becoming the record holder of such shares.
\nNotwithstanding the foregoing, in the event the Company effects a split of the
\nCommon Stock by means of a stock dividend and the exercise price of and the
\nnumber of shares subject to such Option are adjusted as of the date of the
\ndistribution of the dividend (rather<\/p>\n

17<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

than as of the record date for such dividend), then an optionee who exercises
\nan Option between the record date and the distribution date for such stock
\ndividend shall be entitled to receive, on the distribution date, the stock
\ndividend with respect to the shares of Common Stock acquired upon such Option
\nexercise, notwithstanding the fact that such shares were not outstanding as of
\nthe close of business on the record date for such stock dividend.<\/p>\n

(c) Effective Date and Term of Plan<\/u>. The Plan shall become effective
\non the date the Plan has been approved by the Company’s stockholders (the
\n“Effective Date”). No Awards shall be granted under the Plan after the
\ncompletion of 10 years from the Effective Date, but Awards previously granted
\nmay extend beyond that date.<\/p>\n

(d) Amendment of Plan<\/u>. Except as set forth in Sections 5(g) and 6(f),
\nthe Board may amend, suspend or terminate the Plan or any portion thereof at any
\ntime; provided<\/u> that (i) to the extent required by Section 162(m), no
\nAward granted to a Participant that is intended to comply with Section 162(m)
\nafter the date of such amendment shall become exercisable, realizable or vested,
\nas applicable to such Award, unless and until such amendment shall have been
\napproved by the Company’s stockholders if required by Section 162(m) (including
\nthe vote required under Section 162(m)); (ii) no amendment that would require
\nstockholder approval under the rules of the New York Stock Exchange (“NYSE”) may
\nbe made effective unless and until such amendment shall have been approved by
\nthe Company’s stockholders; and (iii) if the NYSE amends its corporate
\ngovernance rules so that such rules no longer require stockholder approval of
\n“material revisions” to equity compensation plans, then, from and after the
\neffective date of such amendment to the NYSE rules, no amendment to the Plan (A)
\nmaterially increasing the number of shares authorized under the Plan (other than
\npursuant to Section 11), (B) expanding the types of Awards that may be granted
\nunder the Plan, or (C) materially expanding the class of participants eligible
\nto participate in the Plan shall be effective unless stockholder approval is
\nobtained. In addition, if at any time the approval of the Company’s stockholders
\nis required as to any other modification or amendment under Section 422 of the
\nCode or any successor provision with respect to Incentive Stock Options, the
\nBoard may not effect such modification or amendment without such approval.<\/p>\n

(e) Provisions for Foreign Participants<\/u>. The Board may modify Awards
\ngranted to Participants who are foreign nationals or employed outside the United
\nStates or establish subplans or procedures under the Plan to recognize
\ndifferences in laws, rules, regulations or customs of such foreign jurisdictions
\nwith respect to tax, securities, currency, employee benefit or other matters.\n<\/p>\n

(f) Section 409A.<\/u><\/p>\n

(1) It is the intent of the Company that any deferral of the receipt of the
\npayment of cash or the delivery of shares of Common Stock that the Board may
\npermit or require and Award that is granted that is subject to Section 409A of
\nthe Code (“Section 409A”) comply with the requirements of Section 409A; provided
\nthat no guaranty is made by the Company to Participants that Awards will so
\ncomply.<\/p>\n

(2) The following provisions apply to each Award granted or outstanding under
\nthis Plan that are intended to comply with (and not be exempt from) Section
\n409A: (i) each delivery of shares or cash under each such Award shall be treated
\nas a separate payment for<\/p>\n

18<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

purposes of Section 409A; (ii) notwithstanding anything in the Award or in
\nthe Plan to the contrary, neither the Participant nor the Company may accelerate
\nor defer the delivery of the cash or shares under the Award to a date other than
\nthose specified in the Award unless specifically permitted or required by
\nSection 409A; (iii) if a Participant becomes a “specified employee” of the
\nCompany (within the meaning of Section 409A) and any of the shares or cash to be
\ndelivered under each such Award may be delivered on account of the Participant’s
\n“separation from service” (within the meaning of Section 409A), then any shares
\nor cash that otherwise would have been delivered within the six month period
\nfollowing the separation from service shall be delivered on the date that is six
\nmonths and one day following the separation from service, with any remaining
\ndelivery of shares or cash to be made in accordance with the terms of the Award.\n<\/p>\n

(3) Notwithstanding Section 13(f)(2)(iii), if a Participant was granted an
\nAward that is intended to comply with (and not be exempt from) Section 409A on
\nor before December 10, 2009, and the Participant becomes a “specified employee”
\nof the Company (within the meaning of Section 409A) and any of the shares or
\ncash to be delivered under each such Award may be delivered on account of the
\nParticipant’s “separation from service” (within the meaning of Section 409A),
\nthen instead of Section 13(f)(2)(iii) applying, any shares or cash that
\notherwise would have been delivered within the six month period following the
\nseparation from service shall be delivered on the later of (i) the date that is
\nsix months and one day following the separation from service, or (ii) July 1,
\n2010, with any remaining delivery of shares or cash to be made in accordance
\nwith the terms of the Award.<\/p>\n

(g) Governing Law<\/u>. The provisions of the Plan and all Awards made
\nhereunder shall be governed by and interpreted in accordance with the laws of
\nthe Commonwealth of Massachusetts, excluding choice-of-law principles of the law
\nof such state that would require the application of the laws of a jurisdiction
\nother than such state.<\/p>\n

19<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

AMENDED APPENDIX A
\nTO THE 2006 STOCK INCENTIVE PLAN<\/strong><\/p>\n

A. 1. GENERAL<\/p>\n

1.1. This appendix (the “APPENDIX”) shall apply only to optionees who are
\nemployees \/advisors\/consultants of one of the two following companies, Analog
\nDevices (Israel) Ltd., Analog Development (Israel) 1996 Ltd, and are residents
\nof the state of Israel for the payment of tax. The provisions specified
\nhereunder shall form an integral part of the 2006 Stock Incentive Plan of Analog
\nDevices Inc. (hereinafter: the “PLAN”), which applies to the issuance of options
\nto purchase Common Stock of Analog Devices Inc. (hereinafter: the “COMPANY”).
\nAccording to the Plan, options to purchase the Company’s Common Stock may be
\nissued to employees, directors and consultants and advisors of the Company or
\nits Affiliates<\/p>\n

1.2 This Appendix is effective with respect to Options granted as of March
\n14, 2006 and shall comply with Amendment no. 132 of the Israeli Tax Ordinance.\n<\/p>\n

1.3. This Appendix is to be read as a continuation of the Plan and only
\nmodifies Options granted to Israeli optionees so that they comply with the
\nrequirements set by the Israeli law in general, and in particular with the
\nprovisions of Section 102 (as specified herein), as may be amended or replaced
\nfrom time to time. For the avoidance of doubt, this Appendix does not add to or
\nmodify the Plan in respect of any other category of optionees.<\/p>\n

1.4. The Plan and this Appendix are complimentary to each other and shall be
\ndeemed as one. In any case of contradiction, whether explicit or implied,
\nbetween the provisions of this Appendix and the Plan, the provisions set out in
\nthe Appendix shall prevail.<\/p>\n

1.5. Any capitalized terms not specifically defined in this Appendix shall be
\nconstrued according to the interpretation given to it in the Plan.<\/p>\n

B. 2. DEFINITIONS<\/p>\n

2.1 “AFFILIATE” means any “employing company” within the meaning of Section
\n102(a) of the Ordinance.<\/p>\n

2.2 “APPROVED 102 OPTION” means an Option granted pursuant to Section 102(b)
\nof the Ordinance and held in trust by a Trustee for the benefit of the optionee.\n<\/p>\n

2.3 “CAPITAL GAIN OPTION (CGO)” means an Approved 102 Option elected and
\ndesignated by the Company to qualify under the capital gain tax treatment in
\naccordance with the provisions of Section 102(b)(2) of the Ordinance.<\/p>\n

2.4 “CONTROLLING SHAREHOLDER” shall have the meaning ascribed to it in
\nSection 32(9) of the Ordinance.<\/p>\n

2.5 “EMPLOYEE” means a person who is employed by the Company or its
\nAffiliates, including an individual who is serving as a director or an office
\nholder, but excluding any Controlling Shareholder.<\/p>\n

A-1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

2.6 “ITA” means the Israeli Tax Authorities.<\/p>\n

2.7 “NON-EMPLOYEE” means a consultant, adviser, service provider, Controlling
\nShareholder or any other person who is not an Employee.<\/p>\n

2.8 “ORDINARY INCOME OPTION (OIO)” means an Approved 102 Option elected and
\ndesignated by the Company to qualify under the ordinary income tax treatment in
\naccordance with the provisions of Section 102(b)(1) of the Ordinance.<\/p>\n

2.9 “OPTION” means an option to purchase one or more Common Stock of the
\nCompany pursuant to the Plan.<\/p>\n

2.10 “102 OPTION” means any Option granted to Employees pursuant to Section
\n102 of the Ordinance.<\/p>\n

2.11 “3(i) OPTION” means an Option granted pursuant to Section 3(i) of the
\nOrdinance to any person who is a Non- Employee.<\/p>\n

2.12 “OPTION AGREEMENT” means the share option agreement between the Company
\nand a optionee that sets out the terms and conditions of an Option.<\/p>\n

2.13 “ORDINANCE” means the 1961 Israeli Income Tax Ordinance [New Version]
\n1961 as now in effect or as hereafter amended.<\/p>\n

2.14 “SECTION 102” means section 102 of the Ordinance and any regulations,
\nrules, orders or procedures promulgated there under as now in effect or as
\nhereafter amended.<\/p>\n

2.15 “TRUSTEE” means any individual or entity appointed by the Company to
\nserve as a trustee and approved by the ITA, all in accordance with the
\nprovisions of Section 102(a) of the Ordinance.<\/p>\n

2.16 “UNAPPROVED 102 OPTION” means an Option granted pursuant to Section
\n102(c) of the Ordinance and not held in trust by a Trustee.<\/p>\n

C. 3. ISSUANCE OF OPTIONS<\/p>\n

3.1 The persons eligible for participation in the Plan as optionees shall
\ninclude any Employees and\/or Non-Employees of the Company or of any Affiliate;
\nprovided, however, that (i) Employees may only be granted 102 Options; and (ii)
\nNon-Employees and\/or Controlling Shareholders may only be granted 3(i) Options\n<\/p>\n

3.2 The Company may designate Options granted to Employees pursuant to
\nSection 102 as Unapproved 102 Options or Approved 102 Options.<\/p>\n

3.3 The grant of Approved 102 Options shall be made under this Appendix
\nadopted by the Board, and shall be conditioned upon the approval of this
\nAppendix by the ITA.<\/p>\n

A-2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3.4 Approved 102 Options may either be classified as Capital Gain Options
\n(“CGOs”) or Ordinary Income Options (“OIOs”).<\/p>\n

3.5 No Approved 102 Options may be granted under this Appendix to any
\neligible Employee, unless and until, the Company’s election of the type of
\nApproved 102 Options as CGI or OIO granted to Employees (the “ELECTION”), is
\nappropriately filed with the ITA. Such Election shall become effective beginning
\nthe first Grant Date of an Approved 102 Option under this Appendix and shall
\nremain in effect until the end of the year following the year during which the
\nCompany first granted Approved 102 Options. The Election shall obligate the
\nCompany to grant only the type of Approved 102 Option it has elected, and shall
\napply to all optionees who were granted Approved 102 Options during the period
\nindicated herein, all in accordance with the provisions of Section 102(g) of the
\nOrdinance. For the avoidance of doubt, such Election shall not prevent the
\nCompany from granting Unapproved 102 Options simultaneously.<\/p>\n

3.6 All Approved 102 Options must be held in trust by a Trustee, as described
\nin Section 4_ below.<\/p>\n

3.7 For the avoidance of doubt, the designation of Unapproved 102 Options and
\nApproved 102 Options shall be subject to the terms and conditions set forth in
\nSection 102.<\/p>\n

D. 4. TRUSTEE<\/p>\n

4.1 Approved 102 Options which shall be granted under this Appendix and\/or
\nany Common Stock allocated or issued upon exercise of such Approved 102 Options
\nand\/or other shares received subsequently following any realization of rights,
\nincluding bonus shares, shall be allocated or issued to the Trustee and held for
\nthe benefit of the optionees for such period of time as required by Section 102
\nor any regulations, rules or orders or procedures promulgated there under (the
\n“Holding Period”). In the case the requirements for Approved 102 Options are not
\nmet, then the Approved 102 Options shall be regarded as Unapproved 102 Options,
\nall in accordance with the provisions of Section 102.<\/p>\n

4.2 Notwithstanding anything to the contrary, the Trustee shall not release
\nany Common Stock allocated or issued upon exercise of Approved 102 Options prior
\nto the full payment of the optionee’s tax liabilities arising from Approved 102
\nOptions which were granted to him and\/or any Common Stock allocated or issued
\nupon exercise of such Options.<\/p>\n

4.3 Upon receipt of Approved 102 Option, the optionee will sign an
\nundertaking to release the Trustee from any liability in respect of any action
\nor decision duly taken and bona fide executed in relation with this Appendix, or
\nany Approved 102 Option or Ordinary Share granted to him there under.<\/p>\n

4.4 With respect to any Approved 102 Option, subject to the provisions of
\nSection 102 and any rules or regulation or orders or procedures promulgated
\nthereunder, an Optionee shall not sell or release from trust any Share received
\nupon the exercise of an Approved 102 Option and\/or any share received
\nsubsequently following any realization of rights, including without limitation,
\nbonus shares, until the lapse of the Holding Period required under Section 102
\nof the Ordinance. Notwithstanding the above, if any such sale or release occurs
\nduring the Holding Period, the<\/p>\n

A-3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

sanctions under Section 102 of the Ordinance and under any rules or
\nregulation or orders or procedures promulgated thereunder shall apply to and
\nshall be borne by such Optionee.<\/p>\n

E. 5. THE OPTIONS<\/p>\n

The terms and conditions upon which the Options shall be issued and
\nexercised, shall be as specified in the Option Agreement to be executed pursuant
\nto the Plan and to this Appendix. Each Option Agreement shall state, inter alia,
\nthe number of Common Stock to which the Option relates, the vesting provisions
\nand the exercise price.<\/p>\n

6. OPTION EXERCISE PRICE<\/p>\n

Solely for the purpose of determining the tax liability pursuant to Section
\n102(b)(3) of the Ordinance, if at the date of grant the Company’s shares are
\nlisted on any established stock exchange or a national market system or if the
\nCompany’s shares will be registered for trading within ninety (90) days
\nfollowing the date of grant of the CGOs, the option exercise price of the Common
\nStock at the date of grant shall be determined in accordance with the average
\nvalue of the Company’s New York Stock Exchange closing share price on the thirty
\n(30) trading days preceding the date of grant or on the thirty (30) trading days
\nfollowing the date of registration for trading, as the case may be. In no case,
\nhowever, shall the option exercise price be less than the closing share price of
\nthe Company’s stock on the date ofgrant.<\/p>\n

F. 7. EXERCISE OF OPTIONS<\/p>\n

1. Options shall be exercised by the optionee by giving notice to the Company
\nand\/or to any third party designated by the Company (the “REPRESENTATIVE”), in
\nsuch form and method as may be determined by the Company and, when applicable,
\nby the Trustee, in accordance with the requirements of Section 102, which
\nexercise shall be effective upon receipt of such notice by the Company and\/or
\nthe Representative and the payment of the exercise price for the number of
\nCommon Stock with respect to which the option is being exercised, at the
\nCompany’s or the Representative’s principal office. The notice shall specify the
\nnumber of Common Stock with respect to which the option is being exercised.<\/p>\n

G. 8. ASSIGNABILITY AND SALE OF OPTIONS<\/p>\n

8.1. Notwithstanding any other provision of the Plan, no Option or any right
\nwith respect thereto, purchasable hereunder, whether fully paid or not, shall be
\nassignable, transferable or given as collateral or any right with respect to
\nthem given to any third party whatsoever, and during the lifetime of the
\noptionee each and all of such optionee’s rights to purchase Common Stock
\nhereunder shall be exercisable only by the optionee.<\/p>\n

Any such action made directly or indirectly, for an immediate validation or
\nfor a future one, shall be void.<\/p>\n

8.2 As long as Options or Common Stock purchased pursuant to thereto are held
\nby the Trustee on behalf of the optionee, all rights of the optionee over the
\nshares are personal, can not be transferred, assigned, pledged or mortgaged,
\nother than by will or laws of descent and distribution.<\/p>\n

A-4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

H. 9. INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S PERMIT<\/p>\n

9.1. With regards to Approved 102 Options, the provisions of the Plan and\/or
\nthe Appendix and\/or the Option Agreement shall be subject to the provisions of
\nSection 102 and the Tax Assessing Officer’s permit, and the said provisions and
\npermit shall be deemed an integral part of the Plan and of the Appendix and of
\nthe Option Agreement.<\/p>\n

9.2. Any provision of Section 102 and\/or the said permit which is necessary
\nin order to receive and\/or to keep any tax benefit pursuant to Section 102,
\nwhich is not expressly specified in the Plan or the Appendix or the Option
\nAgreement, shall be considered binding upon the Company and the optionees.<\/p>\n

I. 10. DIVIDEND<\/p>\n

With respect to all Shares (but excluding, for avoidance of any doubt, any
\nunexercised Options) allocated or issued upon the exercise of Options purchased
\nby the Optionee and held by the Optionee or by the Trustee, as the case may be,
\nthe Optionee shall be entitled to receive dividends in accordance with the
\nquantity of such Shares, subject to the provisions of the Company’s
\nIncorporation Documents (and all amendments thereto) and subject to any
\napplicable taxation on distribution of dividends, and when applicable subject to
\nthe provisions of Section 102 and the rules, regulations or orders promulgated
\nthereunder.<\/p>\n

J. 11. TAX CONSEQUENCES<\/p>\n

11.1 Any tax consequences arising from the grant or exercise of any Option,
\nfrom the payment for Common Stock covered thereby or from any other event or act
\n(of the Company, and\/or its Affiliates, and the Trustee or the optionee),
\nhereunder, shall be borne solely by the optionee. The Company and\/or its
\nAffiliates, and\/or the Trustee shall withhold taxes according to the
\nrequirements under the applicable laws, rules, and regulations, including
\nwithholding taxes at source. Furthermore, the optionee shall agree to indemnify
\nthe Company and\/or its Affiliates and\/or the Trustee and hold them harmless
\nagainst and from any and all liability for any such tax or interest or penalty
\nthereon, including without limitation, liabilities relating to the necessity to
\nwithhold, or to have withheld, any such tax from any payment made to the
\noptionee.<\/p>\n

11.2 The Company and\/or, when applicable, the Trustee shall not be required
\nto release any share certificate to an optionee until all required payments have
\nbeen fully made.<\/p>\n

* * *<\/p>\n

A-5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

AMENDED APPENDIX B<\/strong><\/p>\n

RULES OF THE ANALOG DEVICES INC.<\/u><\/strong>
\n
\n2006 STOCK INCENTIVE PLAN<\/u><\/strong>
\nFOR GRANTS OF OPTIONS TO PARTICIPANTS IN FRANCE<\/u><\/strong><\/p>\n

1. Introduction<\/u><\/strong><\/p>\n

The Board of Directors of Analog Devices Inc. (the “Company”) has established
\nthe 2006 Stock Incentive Plan (the “U.S. Plan”) for the benefit of certain
\nemployees of the Company and its Subsidiaries, including its Subsidiaries in
\nFrance (the “French Subsidiaries”) of which the Company holds directly or
\nindirectly at least 10% of the share capital.<\/p>\n

Sections 3 and 13 (e) of the U.S. Plan authorize the Board of Directors and a
\nCommittee as appointed by the Board of Directors (the “Committee”) to establish,
\namend, and rescind any rules and regulations relating to the U.S. Plan and to
\nmake all other determinations that may be necessary or advisable for the
\nadministration of the U.S. Plan. Pursuant to the foregoing authority, the
\nCommittee, therefore, intends to establish a sub-plan of the U.S. Plan for the
\npurpose of granting Options which qualify for the favorable tax and social
\nsecurity treatment in France applicable to shares granted for no consideration
\nunder Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as
\namended (“French-qualified Options”), to qualifying participants in France who
\nare resident in France for French tax purposes and\/or subject to the French
\nsocial security regime (“French Participants”).<\/p>\n

The terms of the U.S. Plan as attached hereto, shall, subject to the
\nlimitations set forth in the following rules, constitute the Rules of the Analog
\nDevices Inc 2006 Stock Incentive Plan for Grants of Options in France (the
\n“French Option Plan”).<\/p>\n

Under the French Option Plan, the French Participants will be granted only
\nFrench-qualified Options as defined below under Section 2.<\/p>\n

2. Definitions<\/u><\/strong><\/p>\n

Capitalized terms not otherwise defined herein shall have the same meanings
\nas set forth in the U.S. Plan. The terms set forth below shall have the
\nfollowing meanings:<\/p>\n

(a) The term “Option<\/u>” shall include both:<\/p>\n

(i) purchase stock options (rights to acquire Shares repurchased by the
\nCompany prior to the date on which the options become exercisable); and<\/p>\n

(ii) subscription stock options (rights to subscribe newly issued Shares).\n<\/p>\n

(b) The term “Grant Date<\/u>” shall be the date on which the Committee
\nboth:<\/p>\n

(i) designates the optionee; and<\/p>\n

B-1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(ii) specifies the terms and conditions of the French-qualified Option
\nincluding the number of Shares and the method for determining the Exercise
\nPrice.<\/p>\n

(c) The term “Exercise Price<\/u>” shall be the price to purchase each
\nShare.<\/p>\n

(d) The term “Closed Period<\/u>” shall mean a closed period as set forth
\nin Section L. 225-177 of the French Commercial Code, as amended, which is as
\nfollows:<\/p>\n

(i) twenty (20) trading days following the issuance of a coupon granting the
\nright to receive dividends or to purchase Shares of the Company;<\/p>\n

(ii) ten (10) quotation days preceding and following the disclosure to the
\npublic of the consolidated financial statements or the annual statements of the
\nCompany; or<\/p>\n

(iii) any period during which the corporate management of the Company
\n(i.e.<\/em>, those involved in the governance of the Company, such as the
\nBoard, Committee, supervisory directorate, etc.) possess confidential
\ninformation which could, if disclosed to the public, significantly impact the
\ntrading price of the Shares, until ten (10) quotation days after the day such
\ninformation is disclosed to the public.<\/p>\n

If, after adoption of the French Option Plan, the French Commercial Code is
\namended to modify the definition and\/or applicability of the Closed Periods to
\nFrench-qualified Options, such amendments shall become applicable to any
\nFrench-qualified Options granted under this French Option Plan to the extent
\nrequired under French law.<\/p>\n

(e) The term “Effective Grant Date<\/u>” shall mean the date on which the
\nFrench-qualified Option is effectively granted (i.e.<\/em>, the date on which
\nthe condition precedent of the expiration of a Closed Period applicable to the
\nFrench-qualified Option, if any, is satisfied, which is the first day after any
\nClosed Period). Such condition precedent shall be satisfied when the Board,
\nCommittee or other authorized corporate body shall determine that the granting
\nof French-qualified Options is no longer prevented under a Closed Period. If the
\nGrant Date does not occur within a Closed Period, the “Effective Grant Date”
\nshall be the same day as the “Grant Date” without any need for Board or
\nCommittee action.<\/p>\n

(f) The term “Disability<\/u>” shall mean disability as determined in
\ncategories 2 and 3 under Section L. 341-4 of the French Social Security Code, as
\namended, and subject to the fulfillment of related conditions.<\/p>\n

(g) The term “Forced Retirement<\/u>” shall mean forced retirement as
\ndetermined under Section L. 1237-5 of the French Labor Code, as amended, and
\nsubject to the fulfillment of related conditions.<\/p>\n

B-2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3. Eligibility<\/u><\/strong><\/p>\n

Notwithstanding any other term of this French Option Plan, French-qualified
\nOptions may be granted only to employees or corporate directors of the French
\nSubsidiaries who hold less than ten percent (10%) of the outstanding Shares of
\nthe Company and who otherwise satisfy the eligibility conditions of Section 2 of
\nthe U.S. Plan.<\/p>\n

Subject to the paragraph below, any French Participant who, on the Grant Date
\nof the Option, and to the extent required under French law, is employed under
\nthe terms and conditions of an employment contract (“contrat de
\ntravail<\/em>“) by a French Subsidiary or who is a corporate officer of a French
\nSubsidiary shall be eligible to receive, at the discretion of the Committee,
\nFrench-qualified Options under this French Option Plan, provided he or she also
\nsatisfies the eligibility conditions of Section 2 of the U.S. Plan.<\/p>\n

French-qualified Options may not be issued to corporate executives of French
\nSubsidiaries, other than the managing directors (Pr sident du Conseil
\nd’Administration<\/em>, Directeur G n ral<\/em>, Directeur G n ral
\nD l gu <\/em>, Membre du Directoire<\/em>, G rant de Soci t s par
\nactions<\/em>) unless the corporate executive is an employee of a French
\nSubsidiary, as defined by French law.<\/p>\n

4. Term of Option<\/u><\/strong><\/p>\n

Options granted pursuant to the French Option Plan will expire not later than
\nnine and one-half (91<\/sup>\/2) years after the Effective Grant Date
\nsubject, however, to the early termination provisions set forth herein.<\/p>\n

5. Modifications to Grant Terms<\/u><\/strong><\/p>\n

Notwithstanding any provision in the U.S. Plan, the terms and conditions of
\nthe French-qualified Options (Exercise Price, number of underlying Shares and
\nvesting period) may not be modified after the Effective Grant Date, except as
\nprovided under Sections 7, 8, and 9 of the French Option Plan, or as otherwise
\nin keeping with French law.<\/p>\n

6. Exercise Price and Consideration<\/u><\/strong><\/p>\n

(a) The method for determining the Exercise Price for the Option shall be
\nfixed by the Committee on the Grant Date. The Exercise Price shall be stated in
\nthe Benefit Agreement or other grant materials distributed to employees. If the
\nFrench-qualified Option is considered as granted on the Effective Grant Date,
\nthe Exercise Price will be determined in accordance with the method for
\ndetermining the Exercise Price set forth by the Committee on the Grant Date. In
\nno event shall the Exercise Price be less than the greatest of:<\/p>\n

(i) with respect to purchase stock options: the higher of either 80% of the
\naverage of the closing price of the Shares during the 20 days of quotation
\nimmediately preceding the Effective Grant Date or 80% of the average of the
\npurchase price paid for such Shares by the Company;<\/p>\n

B-3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(ii) with respect to subscription stock options: 80% of the average of the
\nclosing price of such Shares during the 20 days of quotation immediately
\npreceding the Effective Grant Date; and<\/p>\n

(iii) 100% of the Fair Market Value per Share as defined under the U.S. Plan,
\nas determined on the Effective Grant Date.<\/p>\n

(b) Upon exercise of an Option, payment of the full Exercise Price and any
\nrequired withholding tax or social security contributions, if any, shall be paid
\neither by:<\/p>\n

(i) cash;<\/p>\n

(ii) check;<\/p>\n

(iii) same day sale exercise; or<\/p>\n

(iv) any combination of the foregoing methods of payment.<\/p>\n

No delivery, surrender or attestation to the ownership of previously owned
\nShares may be used to pay the Exercise Price.<\/p>\n

(c) The Shares acquired upon exercise of the Option will be recorded in an
\naccount in the name of the shareholder with a broker or in such other manner as
\nthe Company may otherwise determine in order to ensure compliance with
\napplicable law and with applicable holding periods.<\/p>\n

7. Exercise Dates<\/u><\/strong><\/p>\n

(a) The Options will vest and be exercisable pursuant to the terms and
\nconditions set forth in the U.S. Plan, the French Option Plan and the Benefit
\nAgreement delivered to each French Participant. The vesting and exercisability
\nof the Option may be modified only as provided in this French Option Plan or to
\nthe extent authorized by French law.<\/p>\n

To obtain the French-qualified treatment, the French Participant shall not
\nsell or transfer Shares acquired upon exercise of an Option before the
\nexpiration of the applicable holding period for French-qualified Options set
\nforth by Section 163 bis C of the French Tax Code, as amended, except as
\nprovided in this French Option Plan, or as otherwise in keeping with French law.
\nTo prevent the French Participant from selling the Shares subject to the Option
\nbefore the expiration of the applicable holding period, the Committee may, in
\nits discretion, restrict the vesting and\/or exercisability of the Option and\/or
\nthe sale of Shares until the expiration of the applicable holding period, as set
\nforth in the applicable Stock Option Agreement to be delivered to each French
\nParticipant. In any case, the restriction on the sale of the Shares cannot
\nexceed three (3) years from the date of the effective exercise of the Options.
\nHowever, the French Participant may be permitted to vest in or exercise the
\nOption or sell the Shares subject to the Option before the expiration of the
\napplicable holding period in the cases of Disability, death, Forced Retirement
\nor dismissal, as defined in Section 91-ter of Exhibit II to the French Tax Code,
\nas amended, and as set forth in the applicable Stock Option Agreement to be
\ndelivered to the French Participant.<\/p>\n

B-4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(b) Notwithstanding Section 4, if a French Participant’s service to the
\nCompany or any parent, Subsidiary or affiliate of the Company terminates by
\nreason of his or her death while he or she is actively employed, his or her
\nFrench-qualified Options may thereafter be exercised in full (with respect to
\nall French-qualified Options, vested or unvested at the time of death) by his or
\nher designated beneficiary, or by will or by the laws of descent and
\ndistribution, as determined under local law for the six (6)-month period
\nfollowing the French Participant’s death.<\/p>\n

(c) In the event of death following termination of service, vested
\nFrench-qualified Options may be exercised, by the French Participant’s
\ndesignated beneficiary, or by will or by the laws of descent and distribution,
\nas determined under local law, only during the six (6)-month period following
\nthe French Participant’s death.<\/p>\n

The six (6)-month exercise period will apply without regard to the term of
\nthe Option as described in Section 4 above. Any French-qualified Option which
\nremains unexercised shall expire six (6) months following the date of the French
\nParticipant’s death.<\/p>\n

(d) If a French Participant ceases to be employed by the Company or any
\nparent, Subsidiary or affiliate of the Company by reason of Disability (as
\ndefined in this French Option Plan), French Participant’s Option will benefit
\nfrom the favorable treatment of French-qualified Options, irrespective of the
\ndate of sale of the Shares, but only in the specific circumstances provided for
\nby Section 163 bis C of the French Tax Code, as amended.<\/p>\n

(e) If a French Participant ceases to be employed by the Company or any
\nparent, Subsidiary or affiliate of the Company for reason of his or her Forced
\nRetirement or dismissal as defined by Section 91-ter of Exhibit II to the French
\nTax Code and as construed by the French Tax Circulars and subject to the
\nfulfillment of related conditions, his or her Option will benefit from the
\nfavorable treatment of French-qualified Options, irrespective of the date of
\nsale of the Shares, only if exercised at least three (3) months prior to the
\neffective date of the Forced Retirement or three (3) months prior to the date of
\nthe effective date of dismissal which is currently defined by French labor rules
\nas the date of the sending of the letter of dismissal to the French Participant,
\nas defined by French law and as construed by French tax and social security
\nguidelines and court decisions of French Labor Courts.<\/p>\n

8. Adjustments : Change in Control<\/u><\/strong><\/p>\n

(a) Adjustments of French-qualified Options issued hereunder shall be made to
\npreclude the dilution or enlargement of benefits under the French-qualified
\nOption only in the event of the transactions by the Company listed under Section
\nL. 225-181 of the French Commercial Code, as amended, and in case of a
\nrepurchase of Shares by the Company at a price which is higher than the stock
\nquotation price in the open market, and according to the provisions of Section
\nL. 228-99 of the French Commercial Code, as amended, as well as according to
\nspecific decrees. In the event of an adjustment other than as described above,
\nthe Options may no longer qualify for favorable tax and social security
\ntreatment under French law.<\/p>\n

(b) Nevertheless, the Board or the Committee, at its discretion, may decide
\nto make adjustments in the case of a transaction as described in Sections 5(i)
\nand 11 of the U.S. Plan, for which adjustments may not be authorized under
\nFrench law, in which case, the Options may no<\/p>\n

B-5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

longer qualify as French-qualified awards and the favorable tax and social
\nsecurity treatment may be lost.<\/p>\n

9. Disqualification of Options<\/u><\/strong><\/p>\n

If Options are otherwise modified or adjusted in a manner in keeping with the
\nterms of the U.S. Plan or as mandated as a matter of law and the modification or
\nadjustment is contrary to the terms and conditions of this French Option Plan,
\nOptions may no longer qualify as French-qualified Options. If Options no longer
\nqualify as French-qualified Options, the Committee may, provided it is
\nauthorized to do so under the U.S. Plan, determine to lift, shorten or terminate
\ncertain restrictions applicable to the vesting of the Options, the
\nexercisability of the Options, or the sale of the Shares which may have been
\nimposed under this French Option Plan or in the Benefit Agreement delivered to
\nthe French Participant.<\/p>\n

10. Interpretation<\/u><\/strong><\/p>\n

It is intended that Options granted under the French Option Plan shall
\nqualify for the favorable tax and social security treatment applicable to
\nOptions granted under Sections L. 225-177 to L. 225-186-1 of the French
\nCommercial Code, as amended, and in accordance with the relevant provisions set
\nforth by French tax law and the French tax administration, but no undertaking is
\nmade to maintain such status.<\/p>\n

The terms of the French Option Plan shall be interpreted accordingly and in
\naccordance with the relevant provisions set forth by French tax and social
\nsecurity laws, as well as the French tax and social security administrations and
\nthe relevant guidelines released by the French tax and social security
\nauthorities and subject to the fulfillment of legal, tax and reporting
\nobligations.<\/p>\n

In the event of any conflict between the provisions of the French Option Plan
\nand the U.S. Plan, the provisions of this French Option Plan shall control for
\nany grants of Options made thereunder to French Participants.<\/p>\n

11. Employment Rights<\/u><\/strong><\/p>\n

The adoption of this French Option Plan shall not confer upon the French
\nParticipant, or any employees of a French entity, any employment rights and
\nshall not be construed as a part of any employment contracts that a French
\nSubsidiary has with its employees.<\/p>\n

B-6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

12. Non-Transferability<\/u>.<\/strong><\/p>\n

Notwithstanding any provision in the U.S. Plan to the contrary and, except in
\nthe case of death and in accordance with local applicable laws, the
\nFrench-qualified Options shall not be transferred to any third party. In
\naddition, the French-qualified Options are only exercisable by the French
\nParticipant during the lifetime of the French Participant.<\/p>\n

14. Amendments<\/u><\/strong><\/p>\n

Subject to the terms of the U.S. Plan, the Board or Committee reserves the
\nright to amend or terminate the French Option Plan at any time.<\/p>\n

16. Effective Date<\/u><\/strong><\/p>\n

The French Option Plan is effective as of September 15, 2009.<\/p>\n

B-7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

APPENDIX C
\nAUSTRALIAN ADDENDUM<\/strong><\/p>\n

1. PURPOSE<\/strong><\/p>\n

This Addendum (the “Australian Addendum”) to the Analog Devices, Inc.
\n(“Company”) 2006 Stock Incentive Plan (as amended) (“U.S. Plan”) is adopted to
\nset out rules which, together with those provisions of the U.S. Plan which this
\nAustralian Addendum does not replace, will:<\/p>\n\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

govern the operation of the Plan with respect to Australian resident
\nemployees of the Company and its Australian Subsidiaries; and<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

provide for the Plan to comply with ASIC Class Order 03\/184 (“Class Order”),
\nrelevant provisions of the Corporations Act and ASIC Regulatory Guide 49.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2. DEFINITIONS AND INTERPRETATION<\/strong><\/p>\n

Except as set out in this clause 2, capitalised terms used in this document
\nhave the meaning ascribed to them in the U.S. Plan. If any conflict occurs
\nbetween the provisions of this Australian Addendum and the provisions of the
\nU.S. Plan, these provisions prevail.<\/p>\n

For the purposes of this Australian Addendum:<\/p>\n

ASIC <\/em><\/strong>means the Australian Securities and
\nInvestments Commission;<\/p>\n

Associated Body Corporate <\/em><\/strong>means, as determined in
\naccordance with the Corporations Act, <\/em>a body corporate:<\/p>\n\n\n\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

that is a related body corporate of the Company;<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

that has voting power in the Company of not less than 20%; or<\/p>\n<\/td>\n<\/tr>\n

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

(c)<\/p>\n<\/td>\n

<\/td>\n\n

in which the Company has voting power of not less than 20%;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Australian Award <\/em><\/strong>means the award of an Option,
\nShare, Restricted Stock Unit or Dividend Equivalent under the terms of the Plan;\n<\/p>\n

Australian Offerees <\/em><\/strong>means all persons to whom an
\noffer of an Australian Award is made in Australia under the Plan;<\/p>\n

Australian Subsidiary <\/em><\/strong>means an Australian
\nAssociated Body Corporate;<\/p>\n

Common Stock <\/em><\/strong>means the common stock of the Company;\n<\/p>\n

Company <\/em><\/strong>means Analog Devices, Inc.;<\/p>\n

Corporations Act <\/em><\/strong>means Corporations Act 2001 (Cth);\n<\/p>\n

Dividend Equivalent <\/em><\/strong>means a right to receive a cash
\npayment equal to the amount of any dividends that the Company may declare on its
\nShares that may be granted in connection with<\/p>\n

B-8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

any award of Restricted Stock Units at the Company’s discretion, in
\naccordance with the U.S. Plan;<\/p>\n

Offer <\/em><\/strong>means an offer received in Australia to
\nacquire Shares, Options, Restricted Stock Units or Dividend Equivalents under
\nthe terms of the Plan;<\/p>\n

Option <\/em><\/strong>means an option to acquire a Share;<\/p>\n

Plan <\/em><\/strong>means the U.S. Plan as modified for
\nimplementation in Australia by this Australian Addendum;<\/p>\n

Share <\/em><\/strong>means a share of Common Stock; and<\/p>\n

Restricted Stock Unit <\/em><\/strong>means an unfunded promise by
\nthe Company to deliver the number of Shares underlying the Restricted Stock Unit
\nfollowing the lapse of specified restrictions.<\/p>\n

3. FORM OF AWARDS<\/strong><\/p>\n

The Company may only grant Australian Awards under the Plan in Australia.\n<\/p>\n

Options and Restricted Stock Units may be offered for no more than nominal
\nconsideration (i.e. consideration of not more than one (1) cent per
\nOption\/Restricted Stock Unit).<\/p>\n

4. AUSTRALIAN OFFEREES<\/strong><\/p>\n

The Company may extend an Offer only to Australian Offerees who at the time
\nof the Offer are full or part-time employees or directors of the Company or an
\nAssociated Body Corporate.<\/p>\n

5. NO CONTRIBUTION OR TRUST<\/strong><\/p>\n

An Offer must not involve a contribution plan or any offer, issue or sale
\nbeing made through a trust.<\/p>\n

6. AUSTRALIAN OFFER DOCUMENT<\/strong><\/p>\n

6.1 Form of Offer<\/strong><\/p>\n

The Company shall make an Offer in Australia to participate in the Plan via a
\nwritten document (“Offer Document”) which must set out the terms of the Offer
\nand include or be accompanied by the following:<\/p>\n\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

a summary or a copy of the Plan;<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

where only a summary of the Plan is provided, an undertaking that during the
\nperiod (“Offer Period”) in which an Australian Award may be issued or Shares may
\nbe acquired through exercise of an Australian Award, the Company or its
\nAustralian Subsidiary will, within a reasonable period of an Australian Offeree
\nso requesting, provide the offeree without charge with a copy of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

The Company must take reasonable steps to ensure that any Australian Offeree
\nto whom an Offer is made is given a copy of the Offer Document.<\/p>\n

6.2 Australian Dollar Equivalent of Exercise and Issue Price<\/strong>\n<\/p>\n

If the Offer requires the Australian Offeree to pay a purchase price to
\nreceive the Australian Award granted under the Plan, the Offer Document must
\nspecify the Australian dollar equivalent of the purchase price of the Australian
\nAward as at the date of the Offer.<\/p>\n

For the offer of Options, the Offer Document must specify the Australian
\ndollar equivalent of the exercise price of the Options (“Exercise Price”) at the
\ndate of the Offer.<\/p>\n

For offers of Shares, the Offer Document must specify the Australian dollar
\nequivalent of the issue price of the Shares the subject of the Offer (“Issue
\nPrice”) as at the date of the Offer.<\/p>\n

6.3 Updated Price Information<\/strong><\/p>\n

The Offer Document must include an undertaking that, and an explanation of
\nthe way in which the Company or its Australian Subsidiary will (during the Offer
\nPeriod and within a reasonable period of an Australian Offeree so requesting),
\nmake available to the Australian Offeree the following information:<\/p>\n\n\n\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

the Australian dollar equivalent of the current market price of a share of
\nCommon Stock as at the date of the Australian Offeree’s request;<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

in the case of the Options, the Australian dollar equivalent of the Exercise
\nPrice, as at the date of the Australian Offeree’s request; and<\/p>\n<\/td>\n<\/tr>\n

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

(c)<\/p>\n<\/td>\n

<\/td>\n\n

in the case of Shares, if there is an Issue Price, the Australian dollar
\nequivalent of the Issue Price as at the date of the Australian Offeree’s
\nrequest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purposes of this clause 6.3, the current market price of a share of
\nCommon Stock shall be taken as the price published as the closing sales price
\nfor such stock on the trading day preceding the date of the request, as traded
\non the New York Stock Exchange. Please note that for Australian tax purposes,
\nmarket value is defined differently.<\/p>\n

6.4 Exchange Rate for Australian Dollar Equivalent<\/strong><\/p>\n

For the purposes of clauses 6.2 and 6.3, the Australian dollar equivalent of
\nthe Exercise Price, Issue Price and current market price of a share of Common
\nStock are calculated by reference to the relevant exchange rate published by an
\nAustralian bank no earlier than the business day before the day to which the
\nprice relates.<\/p>\n

6.5 General Advice Only<\/strong><\/p>\n

The Offer Document will include a statement to the effect that any advice
\ngiven by the Company or an Australian Subsidiary in connection with the Offer is
\ngeneral advice only, and that Australian Offerees should consider obtaining
\ntheir own financial product advice from an independent person who is licensed by
\nASIC to give such advice.<\/p>\n

B-10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

7. RESTRICTION ON CAPITAL RAISING: 5% LIMIT<\/strong><\/p>\n

In the case where an Offer under the Plan may involve or result in the issue
\nof shares of Common Stock (including as a result of the exercise or upon the
\nvesting of any Australian Award), the number of shares of Common Stock that are
\nthe subject of the Offer when aggregated with:<\/p>\n\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock in the same class which would be issued
\nwere each outstanding offer with respect to shares of Common Stock, units of
\nshares of Common Stock and options to acquire unissued shares of Common Stock,
\nmade under an employee share scheme, to be accepted or exercised (as the case
\nmay be); and<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock in the same class issued during the
\nprevious five years under the Plan or any other employee share scheme extended
\nonly to full or part time employees (including directors) of the Company and its
\nAssociated Bodies Corporate;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

disregarding any offer made, or option acquired or shares of Common Stock
\nissued by way of or as a result of:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

an offer, to a person situated at the time of receipt of the offer outside
\nAustralia; or<\/p>\n<\/td>\n<\/tr>\n

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

(d)<\/p>\n<\/td>\n

<\/td>\n\n

an offer that was an excluded offer or invitation within the meaning of the
\nCorporations Law as it stood prior to 13 March 2000; <\/em>or<\/p>\n<\/td>\n<\/tr>\n

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

(e)<\/p>\n<\/td>\n

<\/td>\n\n

an offer that did not need disclosure to investors because of section 708 of
\nthe Corporations Act;<\/p>\n<\/td>\n<\/tr>\n

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

(f)<\/p>\n<\/td>\n

<\/td>\n\n

an offer that did not require the giving of a Product Disclosure Statement
\n(within the meaning of the Corporations Act) because of section 1012D of the
\nCorporations Act;<\/p>\n<\/td>\n<\/tr>\n

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

(g)<\/p>\n<\/td>\n

<\/td>\n\n

an offer made under a disclosure document or a Product Disclosure Statement,\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

must not exceed 5% of the total number of issued shares in that class of
\nshares of Common Stock as at the time of the offer.<\/p>\n

8. LOAN OR FINANCIAL ASSISTANCE<\/strong><\/p>\n

If the Company or an Associated Body Corporate offers an Australian Offeree
\nany loan or other financial assistance for the purpose of acquiring any
\nfinancial product to which the Offer relates, the Offer Document must disclose
\nthe conditions, obligations and risks associated with such loan or financial
\nassistance.<\/p>\n

9. LODGEMENT OF OFFER DOCUMENT WITH ASIC<\/strong><\/p>\n

The Company shall lodge a copy of the Offer Document (which need not contain
\ndetails of the offer particular to the Australian Offeree such as the identity
\nor entitlement of the Australian Offeree) and each accompanying document to ASIC
\nnot later than 7 days after the first provision of that material to an
\nAustralian Offeree.<\/p>\n

B-11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

10. COMPLIANCE WITH UNDERTAKINGS<\/strong><\/p>\n

The Company or an Australian Subsidiary shall comply with any undertaking
\nrequired to be made in the Offer Document by the Class Order, such as the
\nundertaking to provide pricing information on request.<\/p>\n

* * * *<\/p>\n

B-12<\/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-40599","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\/40599","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=40599"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40599"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40599"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40599"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}