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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 18, 2005
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LINEAR TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-14864 94-2778785
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
1630 McCarthy Boulevard, Milpitas, California 95035
(Address of principal executive offices, including zip code)
(408) 432-1900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On October 18, 2005, Linear Technology Corporation (the "Company") entered
into an Amended and Restated Employment Agreement with Robert H. Swanson, Jr.,
the Executive Chairman of the Company's Board of Directors (the "Board"). The
amended and restated employment agreement was entered into in connection with
the previously announced transition plan whereby Mr. Swanson voluntarily
resigned from his employment as Chief Executive Officer of the Company,
effective January 4, 2005, but agreed, at the request of the Board, to remain as
Executive Chairman of the Board, with duties requiring one to two days per week
of Mr. Swanson's time. The amended and restated employment agreement clarifies
how Mr. Swanson's target bonus and severance are calculated and has been updated
to reflect Mr. Swanson's transition into his role solely as Executive Chairman
of the Board.
Pursuant to his amended and restated employment agreement Mr. Swanson
continues to receive his existing salary of $405,000 per year and bonus pro
rated based on the number of full days Mr. Swanson performs services as
Executive Chairman throughout each fiscal year, but his bonus may not exceed 50%
of the target bonus for the relevant period. In addition, Mr. Swanson's benefits
continue (excluding participation in any Company employee stock purchase plan or
401(k) plan), and his stock options and restricted stock now vest at twice the
rate, as if he had continued as Chief Executive Officer.
If, in the future, Mr. Swanson is involuntarily terminated as Executive
Chairman of the Board for any reason other than cause (as defined in his amended
and restated employment agreement) or if he voluntarily resigns as an employee
and as Executive Chairman, then 100% of his stock options, restricted stock and
similar equity awards will immediately vest, and he will receive continued
payment of one year's base salary and an annual target bonus payment (payable in
equal installments over twelve months) calculated as two times the average of
Mr. Swanson's target bonus for the four six-month bonus periods prior to the
date of termination, in each case, as if Mr. Swanson had performed services on a
full time basis and with no limitation on the amount of his actual compensation.
In addition, the Company will pay Mr. Swanson's group health and dental plan
continuation coverage premiums until the earlier of 18 months from his
termination and such time as Mr. Swanson and his dependents are covered by
similar plans of a new employer.
If there is a change of control of the Company (as defined in his amended
and restated employment agreement), Mr. Swanson will receive similar benefits to
those he is entitled to receive if he is involuntarily terminated by the Company
other than for cause or if he voluntarily resigns as an employee and Executive
Chairman of the Board, including immediate vesting in full of his options,
restricted stock and similar equity awards and payment of one year's base salary
and annual target bonus (calculated as provided above) in a lump sum within five
days of the change of control, whether or not he is terminated without cause or
he resigns for good reason.
If Mr. Swanson should die while employed by the Company, 50% of his then
unvested stock options, restricted stock and similar equity awards will vest
immediately.
The Company has a fractional ownership in two different aircraft operated
by NetJets, Inc. So long as Mr. Swanson is Executive Chairman of the Board, he
is entitled to use the Company's airplane for personal use for up to 35% of the
available flight time in any year. To the extent use of the airplane results in
imputed taxable income to Mr. Swanson, the Company will make additional payments
to him, so that the net effect is the same as if no income were imputed to him.
If payments to Mr. Swanson under his employment agreement (together with
any other payments or benefits Mr. Swanson receives) would trigger the excise
tax provisions of Sections 280G and 4999 of the Code, Mr. Swanson will be paid
an additional amount so that he receives, net of the excise taxes, the amount he
would otherwise have been entitled to receive in their absence.
The amended and restated employment agreement is filed as an exhibit to
this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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10.50 Amended and Restated Employment Agreement, dated as of October
18, 2005, between Linear Technology Corporation and Robert H.
Swanson, Jr.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LINEAR TECHNOLOGY CORPORATION
By: /s/ Paul Coghlan
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Paul Coghlan
Vice President, Finance and
Chief Financial Officer
Date: October 24, 2005
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EXHIBIT INDEX
Exhibit No. Description
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10.50 Amended and Restated Employment Agreement, dated as of October
18, 2005, between Linear Technology Corporation and Robert H.
Swanson, Jr.
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