APPENDIX A
LINEAR TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
1. Purposes of the Plan. The purposes of this Stock Plan are:
o to attract and retain the best available personnel for positions
of substantial responsibility,
o to provide incentives to individuals who perform services to the
Company, and
o to promote the success of the Company's business.
Awards granted under the Plan may be Incentive Stock Options, Nonstatutory
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, or Performance Units, as the Administrator may
determine.
2. Definitions. As used herein, the following definitions will apply:
(a) "Administrator" means the Board or any of its Committees as will
be administering the Plan, in accordance with Section 4 of the
Plan.
(b) "Affiliate" means any corporation or any other entity (including,
but not limited to, partnerships and joint ventures) controlling,
controlled by, or under common control with the Company.
(c) "Applicable Laws" means the requirements relating to the
administration of equity-based awards or equity compensation
programs under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system
on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Awards are, or
will be, granted under the Plan.
(d) "Award" means, individually or collectively, a grant under the
Plan of Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, or Performance Units.
(e) "Award Agreement" means the written or electronic agreement
setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the
terms and conditions of the Plan.
(f) "Award Transfer Program" means any program instituted by the
Administrator which would permit Participants the opportunity to
transfer any outstanding Awards to a financial institution or
other person or entity selected by the Administrator.
(g) "Board" means the Board of Directors of the Company.
(h) "Cash Position" means the Company's level of cash and cash
equivalents.
(i) "Change of Control" means the occurrence of any of the following
events:
(i) The acquisition by any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) (other than
the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with,
the Company) of the "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the
Company's then outstanding voting securities;
(ii) A change in the composition of the Board occurring within a
two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. "Incumbent
Directors" will mean Directors who either (A) are Directors
as of the date hereof, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at
least a majority of the Incumbent Directors at the time of
such election or nomination (but will not include an
individual not otherwise an Incumbent Director whose
election or nomination is in connection with an actual or
threatened proxy contest relating to the election of
directors to the Company);
(iii) A merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which
would result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at
least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger
or consolidation; or
(iv) The sale of all or substantially all of the assets of the
Company determined on a consolidated basis.
(j) "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code herein will be a reference to
any successor or amended section of the Code.
(k) "Committee" means a committee of Directors or of other
individuals satisfying Applicable Laws appointed by the Board in
accordance with Section 4 hereof.
(l) "Common Stock" means the Common Stock of the Company.
(m) "Company" means Linear Technology Corporation, a Delaware
corporation, or any successor thereto.
(n) "Consultant" means any person, including an advisor, engaged by
the Company or its Affiliate to render services to such entity.
(o) "Determination Date" means the latest possible date that will not
jeopardize the qualification of an Award granted under the Plan
as "performance-based compensation" under Section 162(m) of the
Code.
(p) "Director" means a member of the Board.
(q) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code, provided that in the case of Awards
other than Incentive Stock Options, the Administrator in its
discretion may determine whether a permanent and total disability
exists in accordance with uniform and non-discriminatory
standards adopted by the Administrator from time to time.
(r) "Earnings Per Share" means as to any Performance Period, the
Company's or a business unit's Net Income, divided by a weighted
average number of common shares outstanding and dilutive common
equivalent shares deemed outstanding, determined in accordance
with generally accepted accounting principles.
(s) "Employee" means any person, including Officers and Directors,
employed by the Company or its Affiliates. Neither service as a
Director nor payment of a director's fee by the Company will be
sufficient to constitute "employment" by the Company.
(t) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(u) "Fair Market Value" means, as of any date, the value of Common
Stock as the Administrator may determine in good faith by
reference to the price of such stock on any established stock
exchange or a national market system on the day of determination
if the Common Stock is so listed on any established stock
exchange or a national market system. If the Common Stock is not
listed on any established stock exchange or a national market
system, the value of the Common Stock as the Administrator may
determine in good faith.
(v) "Fiscal Year" means a fiscal year of the Company.
(w) "Incentive Stock Option" means an Option that by its terms
qualifies and is otherwise intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
(x) "Net Income" means as to any Performance Period, the income after
taxes of the Company for the Performance Period determined in
accordance with generally accepted accounting principles,
provided that prior to the Performance Period, the Administrator
will determine whether any significant item(s) will be included
or excluded from the calculation of Net Income with respect to
one or more Participants.
(y) "Non-Employee Director" means a Director who is not employed by
the Company or its Parent or a Subsidiary.(z) "Nonstatutory Stock
Option" means an Option that by its terms does not qualify or is
not intended to qualify as an Incentive Stock Option.
(aa) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(bb) "Old Plan" means the Company's 1996 Incentive Stock Option Plan,
as amended.
(cc) "Operating Cash Flow" means the Company's or a business unit's
sum of Net Income plus depreciation, amortization and other
non-cash debits or credits to Net Income (such as expenses
relating to equity compensation) less capital expenditures plus
changes in working capital.
(dd) "Operating Income" means the Company's or a business unit's
income from operations but excluding any unusual items,
determined in accordance with generally accepted accounting
principles.
(ee) "Option" means a stock option granted pursuant to the Plan.
(ff) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(gg) "Participant" means the holder of an outstanding Award granted
under the Plan.
(hh) "Performance Period" means any Fiscal Year of the Company or such
other period as determined by the Administrator in its sole
discretion.
(ii) "Performance Goals"means the goal(s) (or combined goal(s))
determined by the Administrator (in its discretion) to be
applicable to a Participant with respect to an Award. As
determined by the Administrator, the Performance Goals applicable
to an Award may provide for a targeted level or levels of
achievement using one or more of the following measures: (a) Cash
Position, (b) Earnings Per Share, (c) Net Income, (d) Operating
Cash Flow, (e) Operating Income, (f) Return on Assets, (g) Return
on Equity, (h) Return on Sales, (i) Revenue and (j) Total
Stockholder Return. The Performance Goals may differ from
Participant to Participant and from Award to Award. Any criteria
used may be measured, as applicable, (i) in absolute terms, (ii)
in relative terms (including, but not limited to, passage of time
and/or against another company or companies), (iii) on a
per-share basis, (iv) against the performance of the Company as a
whole or a segment of the Company, and (v) on a pre-tax or
after-tax basis.
(jj) "Performance Share" means an Award denominated in Shares which
may be earned in whole or in part upon attainment of Performance
Goals or other vesting criteria as the Administrator may
determine pursuant to Section 10.
(kk) "Performance Unit" means an Award which may be earned in whole or
in part upon attainment of Performance Goals or other vesting
criteria as the Administrator may determine and which may be
settled for cash, Shares or other securities or a combination of
the foregoing pursuant to Section 10.
(ll) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock are subject to
restrictions and therefore, the Shares are subject to a
substantial risk of forfeiture. Such restrictions may be based on
the passage of time, the achievement of target levels of
performance, or the occurrence of other events as determined by
the Administrator.
(mm) "Plan" means this 2005 Equity Incentive Plan.
(nn) "Restricted Stock" means Shares issued pursuant to a Restricted
Stock award under Section 8 of the Plan, or issued pursuant to
the early exercise of an Option.
(oo) "Restricted Stock Unit" means a bookkeeping entry representing an
amount equal to the Fair Market Value of one Share, granted
pursuant to Section 9. Each Restricted Stock Unit represents an
unfunded and unsecured obligation of the Company.
(pp) "Return on Assets" means the percentage equal to the Company's or
a business unit's Operating Income before incentive compensation,
divided by average net Company or business unit, as applicable,
assets, determined in accordance with generally accepted
accounting principles.
(qq) "Return on Equity" means the percentage equal to the Company's
Net Income divided by average shareholder's equity, determined in
accordance with generally accepted accounting principles.
(rr) "Return on Sales" means the percentage equal to the Company's or
a business unit's Operating Income before incentive compensation,
divided by the Company's or the business unit's revenue,
determined in accordance with generally accepted accounting
principles.
(ss) "Revenue" means the Company's or a business unit's net sales for
a Performance Period, determined in accordance with generally
accepted accounting principles; provided, however, that prior to
the Performance Period, the Administrator will determine whether
any significant item(s) will be excluded or included from the
calculation of Annual Revenue with respect to one or more
Participants.
(tt) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.
(uu) "Section 16(b)" means Section 16(b) of the Securities Exchange
Act of 1934, as amended.
(vv) "Service Provider" means an Employee, Director or Consultant.
(ww) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.
(xx) "Stock Appreciation Right" means an Award granted pursuant to
Section 7 hereof.
(yy) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
(zz) "Total Stockholder Return" means the total return (change in
share price plus reinvestment of any dividends) of a Share.
3. Stock Subject to the Plan.
(a) Stock Subject to the Plan. Subject to the provisions of Section
13 of the Plan, the maximum aggregate number of Shares which may
be issued under the Plan is 2,500,000 Shares plus any Shares
remaining available for issuance pursuant to the Company's Old
Plan as of the date upon which this Plan is approved by
stockholders together with any Shares that would otherwise return
to the Old Plan as a result of termination of options or
repurchase of Shares issued under the Old Plan. The Shares may be
authorized, but unissued, or reacquired Common Stock.
(b) Lapsed Awards. If an Award expires or becomes unexercisable
without having been exercised in full, or, with respect to
Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units, is forfeited to or repurchased by the Company,
the unpurchased Shares (or for Awards other than Options and
Stock Appreciation Rights, the forfeited or repurchased shares)
which were subject thereto will become available for future grant
or sale under the Plan (unless the Plan has terminated). With
respect to Stock Appreciation Rights, only Shares actually issued
pursuant to a Stock Appreciation Right will cease to be available
under the Plan; all remaining Shares under Stock Appreciation
Rights will remain available for future grant or sale under the
Plan (unless the Plan has terminated). Shares that have actually
been issued under the Plan under any Award will not be returned
to the Plan and will not become available for future distribution
under the Plan; provided, however, that if Shares of Restricted
Stock, Restricted Stock Units, Performance Shares or Performance
Units are repurchased by the Company or are forfeited to the
Company, such Shares will become available for future grant under
the Plan. Shares used to pay the withholding tax and exercise
price associated with an Award will become available for future
grant or sale under the Plan. To the extent an Award under the
Plan is paid out in cash rather than Shares, such cash payment
will not reduce the number of Shares available for issuance under
the Plan. Notwithstanding the foregoing and, subject to
adjustment provided in Section 13, the maximum number of Shares
that may be issued upon the exercise of Incentive Stock Options
will equal the aggregate Share number stated in Section 3(a),
plus, to the extent allowable under Section 422 of the Code, any
Shares that become available for issuance under the Plan under
this Section 3(b).
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. The Plan may be administered
by different Committees with respect to different groups of
Service Providers.
(ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted
hereunder as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the Plan will be
administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder will be structured to satisfy the
requirements for exemption under Rule 16b-3.
(iv) Other Administration. Other than as provided above, the Plan
will be administered by (A) the Board or (B) a Committee,
which committee will be constituted to satisfy Applicable
Laws.
(v) Delegation of Authority for Day-to-Day Administration.
Except to the extent prohibited by Applicable Law, the
Administrator may delegate to one or more individuals the
day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. Such delegation may
be revoked at any time.
(b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific
duties delegated by the Board to such Committee, the
Administrator will have the authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock;
(ii) to select the Service Providers to whom Awards may be
granted hereunder;
(iii) to determine whether and to what extent Awards or any
combination thereof, are granted hereunder;
(iv) to determine the number of Shares to be covered by each
Award granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the
exercise price, the time or times when Options or Stock
Appreciation Rights may be exercised or other Awards vest
(which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture or repurchase
restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case
on such factors as the Administrator, in its sole
discretion, will determine;
(vii) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;
(viii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax
laws;
(ix) to modify or amend each Award (subject to Section 18(c) of
the Plan), including the discretionary authority to extend
the post-termination exercisability period of Awards longer
than is otherwise provided for in the Plan. Notwithstanding
the previous sentence, the Administrator may not modify or
amend an Option or Stock Appreciation Right to reduce the
exercise price of such Option or Stock Appreciation Right
after it has been granted (except for adjustments made
pursuant to Section 13) nor may the Administrator cancel any
outstanding Option or Stock Appreciation Right and replace
it with a new Option or Stock Appreciation Right with a
lower exercise price, unless, in either case, such action is
approved by the Company's stockholders;
(x) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Award
previously granted by the Administrator;
(xi) to allow a Participant to defer the receipt of the payment
of cash or the delivery of Shares that would otherwise be
due to such Participant under an Award pursuant to such
procedures as the Administrator may determine;
(xii) to determine whether Awards will be settled in Shares, cash
or in any combination thereof;
(xiii) to establish a program whereby Service Providers
designated by the Administrator can reduce compensation
otherwise payable in cash in exchange for Awards under the
Plan;
(xiv) to implement an Award Transfer Program;
(xv) to impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any
resales by a Participant or other subsequent transfers by
the Participant of any Shares issued as a result of or under
an Award, including without limitation, (A) restrictions
under an insider trading policy, and (B) restrictions as to
the use of a specified brokerage firm for such resales or
other transfers; and
(xvi) to make all other determinations deemed necessary or
advisable for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards.
5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted
Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares
may be granted to Service Providers. Incentive Stock Options may be granted only
to Employees of the Company or any Parent or Subsidiary of the Company. A
Service Provider who has been granted an Award may, if otherwise eligible, be
granted additional Awards.
6. Stock Options.
(a) Limitations.
(i) Each Option will be designated in the Award Agreement as
either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any
calendar year (under all plans of the Company and any Parent
or Subsidiary) exceeds $100,000, such Options will be
treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options will be taken into
account in the order in which they were granted. The Fair
Market Value of the Shares will be determined as of the time
the Option with respect to such Shares is granted.
(ii) The following limitations will apply to grants of Options:
(A) No Service Provider will be granted, in any Fiscal Year,
Options to purchase more than 5,000,000 Shares.
(B) In connection with his or her initial service as an
Employee, a Service Provider may be granted Options to purchase
up to an additional 5,000,000 Shares, which will not count
against the limit set forth in Section 6(a)(ii)(A) above.
(C) The foregoing limitations will be adjusted
proportionately in connection with any change in the Company's
capitalization as described in Section 13.
(D) If an Option is cancelled in the same Fiscal Year in
which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted
against the limits set forth in subsections (A) and (B) above.
For this purpose, if the exercise price of an Option is reduced,
the transaction will be treated as a cancellation of the Option
and the grant of a new Option.
(b) Term of Option. The Administrator will determine the term of each
Option in its sole discretion; provided, however, that the term
will be ten (10) years from the date of grant or such shorter
term as may be provided in the Award Agreement. Moreover, in the
case of an Incentive Stock Option granted to a Participant who,
at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent
or Subsidiary, the term of the Incentive Stock Option will be
five (5) years from the date of grant or such shorter term as may
be provided in the Award Agreement.
(c) Option Exercise Price and Consideration.
(i) Exercise Price. The per share exercise price for the Shares
to be issued pursuant to exercise of an Option will be
determined by the Administrator, subject to the following:
(A) In the case of an Incentive Stock Option
a) granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price will be no less than 110% of
the Fair Market Value per Share on the date of grant.
b) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share
exercise price will be no less than 100% of the Fair Market
Value per Share on the date of grant.
(B) In the case of a Nonstatutory Stock Option, the per
Share exercise price will be determined by the Administrator, but
will be no less than 100% of the Fair Market Value per Share on
the date of grant.
(C) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price of less than 100% of the Fair
Market Value per Share on the date of grant pursuant to a
transaction described in, and in a manner consistent with,
Section 424(a) of the Code.
(ii) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator will fix the period within which
the Option may be exercised and will determine any
conditions that must be satisfied before the Option may be
exercised.
(iii) Form of Consideration. The Administrator will determine the
acceptable form(s) of consideration for exercising an
Option, including the method of payment, to the extent
permitted by Applicable Laws.
(d) Exercise of Option.
(i) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder will be exercisable according to the terms
of the Plan and at such times and under such conditions as
determined by the Administrator and set forth in the Award
Agreement. An Option may not be exercised for a fraction of
a Share.
An Option will be deemed exercised when the Company receives: (i)
notice of exercise (in such form as the Administrator specify
from time to time) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to
which the Option is exercised (together with an applicable
withholding taxes). No adjustment will be made for a dividend or
other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 13 of the Plan.
(ii) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon
the Participant's death, Disability or Retirement, the
Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of termination
(but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement). In the
absence of a specified time in the Award Agreement, the
Option will remain exercisable for three (3) months
following the Participant's termination. Unless otherwise
provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the
Option will revert to the Plan. If after termination the
Participant does not exercise his or her Option within the
time specified by the Administrator, the Option will
terminate, and the Shares covered by such Option will revert
to the Plan.
(iii) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's
Disability, the Participant may exercise his or her Option
within such period of time as is specified in the Award
Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of
the term of such Option as set forth in the Award
Agreement). In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for six (6)
months following the Participant's termination. Unless
otherwise provided by the Administrator, if on the date of
termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of
the Option will revert to the Plan. If after termination the
Participant does not exercise his or her Option within the
time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.
(iv) Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the
Participant's death within such period of time as is
specified in the Award Agreement to the extent that the
Option is vested on the date of death (but in no event may
the option be exercised later than the expiration of the
term of such Option as set forth in the Award Agreement), by
the Participant's designated beneficiary, provided such
beneficiary has been designated prior to Participant's death
in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Participant, then
such Option may be exercised by the personal representative
of the Participant's estate or by the person(s) to whom the
Option is transferred pursuant to the Participant's will or
in accordance with the laws of descent and distribution. In
the absence of a specified time in the Award Agreement, the
Option will remain exercisable for six (6) months following
Participant's death. Unless otherwise provided by the
Administrator, if at the time of death Participant is not
vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will immediately revert
to the Plan. If the Option is not so exercised within the
time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.
7. Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject to the terms and
conditions of the Plan, a Stock Appreciation Right may be granted
to Service Providers at any time and from time to time as will be
determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Administrator will have complete discretion
to determine the number of Stock Appreciation Rights granted to
any Participant, provided that during any Fiscal Year, no
Participant will be granted Stock Appreciation Rights covering
more than 5,000,000 Shares. Notwithstanding the foregoing
limitation, in connection with a Participant's initial service as
an Employee, an Employee may be granted Stock Appreciation Rights
covering up to an additional 5,000,000 Shares.
(c) Exercise Price and Other Terms. The Administrator, subject to the
provisions of the Plan, will have complete discretion to
determine the terms and conditions of Stock Appreciation Rights
granted under the Plan, provided, however, that the exercise
price will be not less than one hundred percent (100%) of the
Fair Market Value of a Share on the date of grant.
(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right
grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right, the
conditions of exercise, and such other terms and conditions as
the Administrator, in its sole discretion, will determine.
(e) Expiration of Stock Appreciation Rights. A Stock Appreciation
Right granted under the Plan will expire upon the date determined
by the Administrator, in its sole discretion, and set forth in
the Award Agreement. Notwithstanding the foregoing, the rules of
Section 6(d) also will apply to Stock Appreciation Rights.
(f) Payment of Stock Appreciation Right Amount. Upon exercise of a
Stock Appreciation Right, a Participant will be entitled to
receive payment from the Company in an amount determined by
multiplying:
(i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times
(ii) The number of Shares with respect to which the Stock
Appreciation Right is exercised.
At the discretion of the Administrator, the payment upon Stock Appreciation
Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.
8. Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such
amounts as the Administrator, in its sole discretion, will
determine.
(b) Restricted Stock Agreement. Each Award of Restricted Stock will
be evidenced by an Award Agreement that will specify the Period
of Restriction, the number of Shares granted, and such other
terms and conditions as the Administrator, in its sole
discretion, will determine. Notwithstanding the foregoing, during
any Fiscal Year no Participant will receive more than an
aggregate of 1,500,000 Shares of Restricted Stock; provided,
however, that in connection with a Participant's initial service
as an Employee, an Employee may be granted an aggregate of up to
an additional 1,500,000 Shares of Restricted Stock. Unless the
Administrator determines otherwise, Shares of Restricted Stock
will be held by the Company as escrow agent until the
restrictions on such Shares have lapsed.
(c) Transferability. Except as provided in this Section 8, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction.
(d) Other Restrictions. The Administrator, in its sole discretion,
may impose such other restrictions on Shares of Restricted Stock
as it may deem advisable or appropriate.
(e) Removal of Restrictions.
(i) General. Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as
soon as practicable after the last day of the Period of
Restriction. The restrictions will lapse at a rate
determined by the Administrator. After the grant of
Restricted Stock, the Administrator, in its sole discretion,
may reduce or waive any restrictions for such Restricted
Stock.
(ii) Section 162(m) Performance Restrictions. For purposes of
qualifying Awards of Restricted Stock as "performance-based
compensation" under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based
upon the achievement of Performance Goals, which shall be
set by the Administrator on or before the Determination
Date. In this connection, the Administrator shall follow any
procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the
Stock Purchase Right under Section 162(m) of the Code (e.g.,
in determining the Performance Goals).
(f) Voting Rights. During the Period of Restriction, Service
Providers holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares,
unless the Administrator determines otherwise.
(g) Dividends and Other Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted Stock
will be entitled to receive all dividends and other distributions
paid with respect to such Shares unless otherwise provided in the
Award Agreement. If any such dividends or distributions are paid
in Shares, the Shares will be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.
(h) Return of Restricted Stock to Company. On the date set forth in
the Award Agreement, the Restricted Stock for which restrictions
have not lapsed will revert to the Company and again will become
available for grant under the Plan.
9. Restricted Stock Units.
(a) Grant. Restricted Stock Units may be granted at any time and from
time to time as determined by the Administrator. Each Restricted
Stock Unit grant will be evidenced by an Award Agreement that
will specify such other terms and conditions as the
Administrator, in its sole discretion, will determine, including
all terms, conditions, and restrictions related to the grant, the
number of Restricted Stock Units and the form of payout, which,
subject to Section 9(d), may be left to the discretion of the
Administrator. Notwithstanding the anything to the contrary in
this subsection (a), during any fiscal year of the Company, no
Participant will receive more than an aggregate of 1,500,000
Restricted Stock Units; provided, however, that in connection
with a Participant's initial service as an Employee, an Employee
may be granted an aggregate of up to an additional 1,500,000
Restricted Stock Units.
(b) Vesting Criteria and Other Terms.
(i) General. The Administrator will set vesting criteria in its
discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted
Stock Units that will be paid out to the Participant. After
the grant of Restricted Stock Units, the Administrator, in
its sole discretion, may reduce or waive any restrictions
for such Restricted Stock Units upon or in connection with a
Change in Control or upon or in connection with a
Participant's termination of service, including, without
limitation, due to death or Disability.
(ii) Section 162(m) Performance Restrictions. For purposes of
qualifying Restricted Stock Units as "performance-based
compensation" under Section 162(m) of the Code, the
Administrator, in its discretion, may set restrictions based
upon the achievement of Performance Goals, which shall be
set by the Administrator on or before the Determination
Date. In this connection, the Administrator shall follow any
procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the
Stock Purchase Right under Section 162(m) of the Code (e.g.,
in determining the Performance Goals).
(c) Earning Restricted Stock Units. Upon meeting the applicable
vesting criteria, the Participant will be entitled to receive a
payout as specified in the Award Agreement. Notwithstanding the
foregoing, at any time after the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive
any vesting criteria that must be met to receive a payout.
(d) Form and Timing of Payment. Payment of earned Restricted Stock
Units will be made as soon as practicable after the date(s) set
forth in the Award Agreement. The Administrator, in its sole
discretion, may pay earned Restricted Stock Units in cash,
Shares, or a combination thereof. Shares represented by
Restricted Stock Units that are fully paid in cash again will be
available for grant under the Plan.
(e) Cancellation. On the date set forth in the Award Agreement, all
unearned Restricted Stock Units will be forfeited to the Company.
10. Performance Units and Performance Shares.
(a) Grant of Performance Units/Shares. Performance Units and
Performance Shares may be granted to Service Providers at any
time and from time to time, as will be determined by the
Administrator, in its sole discretion. The Administrator will
have complete discretion in determining the number of Performance
Units/Shares granted to each Participant provided that during any
Fiscal Year no Participant will receive more than 1,500,000
Performance Shares or Performance Units. Notwithstanding the
foregoing limitation, in connection with a Participant's initial
service as an Employee, an Employee may be granted up to an
additional 1,500,000 Performance Shares or Performance Units.
(b) Value of Performance Units/Shares. Each Performance Unit will be
a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share and will represent an unfunded and
unsecured obligation of the Company. Each Performance Share will
have an initial value equal to the Fair Market Value of a Share
on the date of grant.
(c) Performance Objectives and Other Terms.
(i) General. The Administrator will set performance objectives
or other vesting provisions (including, without limitation,
continued status as a Service Provider) in its discretion
which, depending on the extent to which they are met, will
determine the number or value of Performance Units/Shares
that will be paid out to the Participant. Each Award of
Performance Units/Shares will be evidenced by an Award
Agreement that will specify the Performance Period, and such
other terms and conditions as the Administrator, in its sole
discretion, will determine.
(ii) Section 162(m) Performance Objectives. For purposes of
qualifying grants of Performance Units/Shares as
"performance-based compensation" under Section 162(m) of the
Code, the Administrator, in its discretion, may determine
that the performance objectives applicable to Performance
Units/Shares will be based on the achievement of Performance
Goals. The Administrator will set the Performance Goals on
or before the Determination Date. In granting Performance
Units/Shares which are intended to qualify under Section
162(m) of the Code, the Administrator will follow any
procedures determined by it from time to time to be
necessary or appropriate to ensure qualification of the
Performance Units/Shares under Section 162(m) of the Code
(e.g., in determining the Performance Goals).
(d) Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance
Units/Shares will be entitled to receive a payout of the number
of Performance Units/Shares earned by the Participant over the
Performance Period, to be determined as a function of the extent
to which the corresponding performance objectives or other
vesting provisions have been achieved. After the grant of a
Performance Unit/Share, the Administrator, in its sole
discretion, may reduce or waive any performance objectives or
other vesting provisions for such Performance Unit/Share.
(e) Form and Timing of Payment of Performance Units/Shares. Payment
of earned Performance Units/Shares will be made as soon as
practicable after the expiration of the applicable Performance
Period. The Administrator, in its sole discretion, may pay earned
Performance Units/Shares in the form of cash, in Shares (which
have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable
Performance Period) or in a combination thereof.
(f) Cancellation of Performance Units/Shares. On the date set forth
in the Award Agreement, all unearned or unvested Performance
Units/Shares will be forfeited to the Company, and again will be
available for grant under the Plan.
11. Leaves of Absence. Unless the Administrator provides otherwise, vesting
of Awards granted hereunder will be suspended during any unpaid leave of
absence. A Service Provider will not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three (3) months following the 91st day of
such leave any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.
12. Non-Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
recipient, only by the recipient. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as
the Administrator deems appropriate.
13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a) Adjustments. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other
securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the
Administrator, in order to prevent diminution or enlargement of
the benefits or potential benefits intended to be made available
under the Plan, may (in its sole discretion) adjust the number
and class of Shares that may be delivered under the Plan and/or
the number, class, and price of Shares covered by each
outstanding Award, and the numerical Share limits set forth in
Sections 3, 6, 7, 8, 9 and 10.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will
notify each Participant as soon as practicable prior to the
effective date of such proposed transaction. The Administrator in
its discretion may provide for a Participant to have the right to
exercise his or her Award, to the extent applicable, until ten
(10) days prior to such transaction as to all of the Awarded
Stock covered thereby, including Shares as to which the Award
would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option or
forfeiture rights applicable to any Award will lapse 100%, and
that any Award vesting will accelerate 100%, provided the
proposed dissolution or liquidation takes place at the time and
in the manner contemplated. To the extent it has not been
previously exercised or vested, an Award will terminate
immediately prior to the consummation of such proposed action.
(c) Change in Control. In the event of a Change in Control, each
outstanding Award will be treated as the Administrator
determines, including, without limitation, that each Award be
assumed or an equivalent option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation. The Administrator will not be required to treat all
Awards similarly in the transaction.
In the event that the successor corporation does not assume or substitute
for the Award, unless the Administrator provides otherwise, the Participant will
fully vest in and have the right to exercise all of his or her outstanding
Options and Stock Appreciation Rights, including Shares as to which such Awards
would not otherwise be vested or exercisable, all restrictions on Restricted
Stock will lapse, and, with respect to Restricted Stock Units, Performance
Shares and Performance Units, all Performance Goals or other vesting criteria
will be deemed achieved at target levels and all other terms and conditions met.
In addition, if an Option or Stock Appreciation Right is not assumed or
substituted in the event of a Change in Control, the Administrator will notify
the Participant in writing or electronically that the Option or Stock
Appreciation Right will be exercisable for a period of time determined by the
Administrator in its sole discretion, and the Option or Stock Appreciation Right
will terminate upon the expiration of such period.
With respect to Awards granted to non-employee Directors that are assumed
or substituted for, if on the date of or following such assumption or
substitution the Participant's status as a Director or a director of the
successor corporation, as applicable, is terminated other than upon a voluntary
resignation by the Participant, then the Participant will fully vest in and have
the right to exercise Options and/or Stock Appreciation Rights as to all of the
Shares subject thereto, including Shares as to which such Awards would not
otherwise be vested or exercisable, all restrictions on Restricted Stock will
lapse, and, with respect to Restricted Stock Units, Performance Shares and
Performance Units, all Performance Goals or other vesting criteria will be
deemed achieved at target levels and all other terms and conditions met.
For the purposes of this subsection (c), an Award will be considered
assumed if, following the Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the Change in Control, the consideration (whether stock, cash, or other
securities or property) or, in the case of a Stock Appreciation Right upon the
exercise of which the Administrator determines to pay cash or a Restricted Stock
Unit, Performance Share or Performance Unit which the Administrator can
determine to pay in cash, the fair market value of the consideration received in
the merger or Change in Control by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Shares); provided, however, that if such consideration
received in the Change in Control is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of an Option or Stock Appreciation Right or upon the payout of a
Restricted Stock Unit, Performance Share or Performance Unit, for each Share
subject to such Award (or in the case of Restricted Stock Units and Performance
Units, the number of implied Shares determined by dividing the value of the
Restricted Stock Units or Performance Units, as applicable, by the per share
consideration received by holders of Common Stock in the Change in Control), to
be solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common Stock
in the Change in Control.
Notwithstanding anything in this Section 13(c) to the contrary, an Award
that vests, is earned or paid-out upon the satisfaction of one or more
Performance Goals will not be considered assumed if the Company or its successor
modifies any of such Performance Goals without the Participant' s consent;
provided, however, a modification to such Performance Goals only to reflect the
successor corporation's post-Change in Control corporate structure will not be
deemed to invalidate an otherwise valid Award assumption.
14. Tax Withholding
(a) Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof), the Company will
have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to
satisfy federal, state, local, foreign or other taxes (including
the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).
(b) Withholding Arrangements. The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from
time to time, may permit a Participant to satisfy such tax
withholding obligation, in whole or in part (without limitation)
by (i) paying cash, (ii) electing to have the Company withhold
otherwise deliverable cash or Shares having a Fair Market Value
equal to the amount required to be withheld, (iii) delivering to
the Company already-owned Shares having a Fair Market Value equal
to the amount required to be withheld, or (iv) selling a
sufficient number of Shares otherwise deliverable to the
Participant through such means as the Administrator may determine
in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. The amount of the
withholding requirement will be deemed to include any amount
which the Administrator agrees may be withheld at the time the
election is made, not to exceed the amount determined by using
the maximum federal, state or local marginal income tax rates
applicable to the Participant with respect to the Award on the
date that the amount of tax to be withheld is to be determined.
The Fair Market Value of the Shares to be withheld or delivered
will be determined as of the date that the taxes are required to
be withheld.
15. No Effect on Employment or Service. Neither the Plan nor any Award will
confer upon a Participant any right with respect to continuing the Participant's
relationship as a Service Provider with the Company, nor will they interfere in
any way with the Participant's right or the Company's right to terminate such
relationship at any time, with or without cause, to the extent permitted by
Applicable Laws.
16. Date of an Award. The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination to grant
such Award, or such other date as is determined by the Administrator. Notice of
the grant determination will be given to each Service Provider to whom an Award
is so granted within a reasonable time after the date of such grant.
17. Term of Plan. Subject to Section 23 of the Plan, the Plan will become
effective upon its adoption by the Board. It will continue in effect for a term
of ten (10) years unless terminated earlier under Section 18 of the Plan.
18. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Administrator may at any time
amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company will obtain stockholder
approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of
any Participant, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company.
Termination of the Plan will not affect the Administrator's
ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of
such termination.
19. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares will not be issued pursuant to the
exercise of an Award unless the exercise of the Award or the
issuance and delivery of such Shares (or with respect to
Performance Units, the cash equivalent thereof) will comply with
Applicable Laws and will be further subject to the approval of
counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise or
receipt of an Award, the Company may require the person
exercising or receiving such Award to represent and warrant at
the time of any such exercise or receipt that the Shares are
being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.
20. Severability. Notwithstanding any contrary provision of the Plan or an
Award to the contrary, if any one or more of the provisions (or any part
thereof) of this Plan or the Awards will be held invalid, illegal or
unenforceable in any respect, such provision will be modified so as to make it
valid, legal and enforceable, and the validity, legality and enforceability of
the remaining provisions (or any part thereof) of the Plan or Award, as
applicable, will not in any way be affected or impaired thereby.
21. Liability of Company.
(a) Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares
hereunder, will relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such
requisite authority will not have been obtained.
(b) Grants Exceeding Allotted Shares. If the Shares covered by an
Award exceed, as of the date of grant, the number of Shares which
may be issued under the Plan without additional stockholder
approval, such Award will be void with respect to such excess
Shares, unless stockholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 18(b) of the Plan.
22. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.
23. Stockholder Approval. The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.
LINEAR TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 2005 Equity
Incentive Plan (the "Plan") shall have the same defined meanings in this Stock
Option Agreement (the "Agreement").
NOTICE OF STOCK OPTION GRANT
Participant:
Address:
Participant has been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Agreement, as
follows:
Grant Number __________________________________________
Date of Grant __________________________________________
Vesting Commencement Date __________________________________________
Exercise Price per Share $_________________________________________
Total Number of Shares Granted __________________________________________
Total Exercise Price $_________________________________________
Type of Option: ___ Incentive Stock Option
___ Nonstatutory Stock Option
Term/Expiration Date: __________________________________________
Vesting Schedule:
This Option may be exercised, in whole or in part, in accordance with the
following schedule:
[10% of the Shares subject to the Option shall vest on each six (6) month
anniversary of the Vesting Commencement Date (and if there is no corresponding
date, the last day of that month), subject to the Participant continuing to be a
Service Provider through such dates].
Termination Period:
This Option may be exercised for [three (3) months] after Participant
ceases to be a Service Provider, unless such termination is the result of
Participant's death or Disability, in which case this Option may be exercised
for [twelve (12) months] after Participant ceases to be a Service Provider.
Notwithstanding the foregoing, in no event shall this Option be exercised later
than the Term/Expiration Date as provided above and may be subject to earlier
termination as provided in Section 14(c) of the Plan.
By Participant's signature and the signature of the Company's
representative below, Participant and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and the Terms
and Conditions of Stock Option Grant (the "Agreement"), attached hereto as
Exhibit A, and the Exercise Notice, attached hereto as Exhibit B, all of which
are made a part of this document. You further agree to execute the attached
Agreement as a condition to receiving this Option.
PARTICIPANT: LINEAR TECHNOLOGY CORPORATION
________________________________ _____________________________________
Signature By
________________________________ _____________________________________
Print Name Title
APPENDIX A
TERMS AND CONDITIONS OF STOCK OPTION GRANT
1. Grant of Option.
The Administrator hereby grants to individual named in the Notice of Grant
attached as Part I of this Agreement (the "Participant") an option (the
"Option") to purchase the number of Shares, as set forth in the Notice of Grant,
at the exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 18(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan will prevail.
If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d)
it will be treated as a Nonstatutory Stock Option ("NSO").
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of
Grant and the applicable provisions of the Plan and this
Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "Exercise
Notice") or in such other form and manner as determined by the
Administrator, which will state the election to exercise the
Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice will
be completed by Participant and delivered to the Company. The
Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together with any
applicable withholding taxes. This Option will be deemed to be
exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.
No Shares will be issued pursuant to the exercise of this Option unless
such issuance and exercise comply with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares will be considered
transferred to Participant on the date the Option is exercised with respect to
such Exercised Shares.
3. Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the following,
or a combination thereof, at the election of the Participant:
(a) cash;
(b) check;
(c) consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the
Plan; or
(d) surrender of other Shares which, (i) in the case of Shares
acquired from the Company, either directly or indirectly, have
been owned by the Participant and not subject to a substantial
risk of forfeiture for more than six (6) months on the date of
surrender, and (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised
Shares.
4. Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by will or
by the laws of descent or distribution and may be exercised during the lifetime
of Participant only by the Participant. The terms of the Plan and this Agreement
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Participant.
5. Term of Option.
This Option may be exercised only within the term set out in the Notice of
Stock Option Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Agreement.
6. Tax Obligations.
(a) Withholding Taxes. Participant agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary
employing or retaining Participant) for the satisfaction of all
Federal, state, and local income and employment tax withholding
requirements applicable to the Option exercise. Participant
acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.
(b) Notice of Disqualifying Disposition of ISO Shares. If the Option
granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to
the ISO on or before the later of (1) the date two years after
the Grant Date, or (2) the date one year after the date of
exercise, Participant will immediately notify the Company in
writing of such disposition. Participant agrees that Participant
may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.
7. Entire Agreement; Governing Law.
The Plan is incorporated herein by reference. The Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant's interest except by
means of a writing signed by the Company and Participant. This Agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.
8. NO GUARANTEE OF CONTINUED SERVICE.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO
TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.
By Participant's signature below, Participant represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Participant has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Participant agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Participant further agrees to notify the Company upon any change in the
residence indicated in the Notice of Stock Option Grant.
PARTICIPANT: LINEAR TECHNOLOGY CORPORATION
___________________________________ __________________________________
Signature By
___________________________________ __________________________________
Print Name Title
Date: ___________ Date: ______________
APPENDIX B
LINEAR TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Linear Technology Corporation
1630 McCarthy Boulevard
Milpitas, CA 95035
Attention: Chief Financial Officer
1. Exercise of Option. Effective as of today, ________________, _____, the
undersigned ("Purchaser") hereby elects to purchase ______________ shares (the
"Shares") of the Common Stock of Linear Technology Corporation (the "Company")
under and pursuant to the 2005 Equity Incentive Plan (the "Plan") and the Stock
Option Agreement dated ________ (the "Agreement"). The purchase price for the
Shares will be $_____________, as required by the Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares and any required withholding taxes to be paid in
connection with the exercise of the Option.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Agreement and agrees to abide by
and be bound by their terms and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Shares subject
to the Option, notwithstanding the exercise of the Option. The Shares so
acquired will be issued to Participant as soon as practicable after exercise of
the Option. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance, except as provided in Section
13 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
6. Entire Agreement; Governing Law. The Plan and Agreement are incorporated
herein by reference. This Exercise Notice, the Plan and the Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Purchaser with respect to the subject matter hereof, and may not be
modified adversely to the Purchaser's interest except by means of a writing
signed by the Company and Purchaser. This Exercise Notice is governed by the
internal substantive laws, but not the choice of law rules, of California.
Submitted by: Accepted by:
PURCHASER: LINEAR TECHNOLOGY CORPORATION
___________________________________ ______________________________________
Signature By
___________________________________ ______________________________________
Print Name
Address: Address:
- -------- --------
___________________________________ Linear Technology Corporation
1630 McCarthy Boulevard
___________________________________ Milpitas, CA 95035
______________________________________
Date Received
LINEAR TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK
Unless otherwise defined herein, the terms defined in the 2005 Equity
Incentive Plan (the "Plan") will have the same defined meanings in this Notice
of Grant of Restricted Stock.
Participant:
Address:
Participant has been granted the right to receive an Award of Restricted
Stock, subject to the terms and conditions of the Plan and this Restricted Stock
Agreement (the "Agreement") as follows:
Grant Number _________________________
Date of Grant _________________________
Vesting Commencement Date _________________________
Number of Shares of Restricted Stock _________________________
Exercise Price Per Share $________________________
Term/Expiration Date _________________________
Vesting Schedule:
[One-fifth (1/5th) of the Shares of Restricted Stock Units will vest on
each anniversary of the Vesting Commencement Date, provided that Participant
continues to be a Service Provider through such dates].
[PARTICIPANT MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR THE
RESTRICTED STOCK AWARD WILL TERMINATE AND PARTICIPANT WILL HAVE NO FURTHER RIGHT
TO PURCHASE THE SHARES.]
By Participant's signature and the signature of the Company's
representative below, Participant and the Company agree that this Award is
granted under and governed by the terms and conditions of the Plan and the Terms
and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, both of
which are made a part of this document. Participant further agrees to execute
the attached Terms and Conditions of Restricted Stock Grant as a condition to
receiving any Restricted Stock pursuant to this Award.
PARTICIPANT: LINEAR TECHNOLOGY CORPORATION
________________________________ ____________________________________
Signature By
________________________________ ____________________________________
Print Name Title
APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT
1. Purchase of Stock. The Company hereby agrees to sell to Participant and
Participant hereby agrees to purchase the number of shares of the Company's
Common Stock (the "Restricted Stock"), at the per Share purchase price and as
otherwise described in the Notice of Grant. The purchase price for the
Restricted Stock, if any, may be paid by delivery to the Company at the time of
execution of this Agreement of cash, a check, or some combination thereof,
together with any applicable withholding taxes.
2. Escrow of Shares.
(a) All Shares of Restricted Stock will, upon execution of this
Agreement, be delivered and deposited with an escrow holder
designated by the Company (the "Escrow Holder"). The Shares of
Restricted Stock will be held by the Escrow Holder until such
time as the Shares of Restricted Stock vest or the date
Participant ceases to be a Service Provider.
(b) The Escrow Holder will not be liable for any act it may do or
omit to do with respect to holding the Shares of Restricted Stock
in escrow while acting in good faith and in the exercise of its
judgment.
(c) Upon Participant's termination as a Service Provider for any
reason, the Escrow Holder, upon receipt of written notice of such
termination, will take all steps necessary to accomplish the
transfer of the unvested Shares of Restricted Stock to the
Company. Participant hereby appoints the Escrow Holder with full
power of substitution, as Participant's true and lawful
attorney-in-fact with irrevocable power and authority in the name
and on behalf of Participant to take any action and execute all
documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares of Restricted Stock
to the Company upon such termination.
(d) The Escrow Holder will take all steps necessary to accomplish the
transfer of Shares of Restricted Stock to Participant after they
vest following Participant's request that the Escrow Holder do
so.
(e) Subject to the terms hereof, Participant will have all the rights
of a shareholder with respect to the Shares while they are held
in escrow, including without limitation, the right to vote the
Shares and to receive any cash dividends declared thereon.
(f) In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend,
split-up, share combination, or other change in the corporate
structure of the Company affecting the Common Stock, the Shares
of Restricted Stock will be increased, reduced or otherwise
changed, and by virtue of any such change Participant will in his
capacity as owner of unvested Shares of Restricted Stock be
entitled to new or additional or different shares of stock, cash
or securities (other than rights or warrants to purchase
securities); such new or additional or different shares, cash or
securities will thereupon be considered to be unvested Shares of
Restricted Stock and will be subject to all of the conditions and
restrictions which were applicable to the unvested Shares of
Restricted Stock pursuant to this Agreement. If Participant
receives rights or warrants with respect to any unvested Shares
of Restricted Stock, such rights or warrants may be held or
exercised by Participant, provided that until such exercise any
such rights or warrants and after such exercise any shares or
other securities acquired by the exercise of such rights or
warrants will be considered to be unvested Shares of Restricted
Stock and will be subject to all of the conditions and
restrictions which were applicable to the unvested Shares of
Restricted Stock pursuant to this Agreement. The Administrator in
its absolute discretion at any time may accelerate the vesting of
all or any portion of such new or additional shares of stock,
cash or securities, rights or warrants to purchase securities or
shares or other securities acquired by the exercise of such
rights or warrants.
(g) The Company may instruct the transfer agent for its Common Stock
to place a legend on the certificates representing the Restricted
Stock or otherwise note its records as to the restrictions on
transfer set forth in this Agreement.
3. Vesting Schedule/Period of Restriction. Except as provided in Section 4,
and subject to Section 5, the Shares of Restricted Stock awarded by this
Agreement will vest in accordance with the vesting provisions set forth in the
Notice of Grant. Shares of Restricted Stock scheduled to vest on a certain date
or upon the occurrence of a certain condition will not vest in Participant in
accordance with any of the provisions of this Agreement, unless Participant will
have been continuously a Service Provider from the Date of Grant until the date
such vesting occurs.
4. Administrator Discretion. The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Restricted Stock at any time, subject to the terms of the Plan. If
so accelerated, such Restricted Stock will be considered as having vested as of
the date specified by the Administrator.
5. Forfeiture. Notwithstanding any contrary provision of this Agreement,
the balance of the Shares of Restricted Stock that have not vested at the time
of Participant's termination as a Service Provider for any reason will be
forfeited and automatically transferred to and reacquired by the Company at no
cost to the Company upon the date of such termination. Participant will not be
entitled to a refund of the price paid for the Shares of Restricted Stock, if
any, returned to the Company pursuant to this Section 5. Participant hereby
appoints the Escrow Agent with full power of substitution, as Participant's true
and lawful attorney-in-fact with irrevocable power and authority in the name and
on behalf of Participant to take any action and execute all documents and
instruments, including, without limitation, stock powers which may be necessary
to transfer the certificate or certificates evidencing such unvested Shares to
the Company upon such termination of service.
6. Death of Participant. Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to the administrator or executor of Participant's estate. Any such administrator
or executor must furnish the Company with (a) written notice of his or her
status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of
the transfer and compliance with any Applicable Laws pertaining
to said transfer.
7. Withholding of Taxes. Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares of Restricted Stock may be
released from the escrow established pursuant to Section 5, unless and until
satisfactory arrangements (as determined by the Administrator) will have been
made by Participant with respect to the payment of income and employment taxes
which the Company determines must be withheld with respect to such Shares. The
Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit Participant to satisfy such tax
withholding obligation, in whole or in part (without limitation) by (a) paying
cash, (b) electing to have the Company withhold otherwise deliverable Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
(c) delivering to the Company already vested and owned Shares having a Fair
Market Value equal to the amount required to be withheld, or (d) selling a
sufficient number of such Shares otherwise deliverable to Participant through
such means as the Company may determine in its sole discretion (whether through
a broker or otherwise) equal to the amount required to be withheld.
8. Rights as Stockholder. Neither Participant nor any person claiming under
or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant or the Escrow Agent. Except as provided in Section
2(f), after such issuance, recordation and delivery, Participant will have all
the rights of a stockholder of the Company with respect to voting such Shares
and receipt of dividends and distributions on such Shares.
9. No Effect on Service. Participant acknowledges and agrees that the
vesting of Shares of Restricted Stock hereunder is earned only by continuing as
a Service Provider at the will of the Company (or the Parent or Subsidiary
employing or retaining Participant) and not through the act of being hired or
acquiring Shares hereunder. Participant further acknowledges and agrees that
this Agreement, the transactions contemplated hereunder and the vesting schedule
set forth herein do not constitute an express or implied promise of continued
engagement as a Service Provider for the vesting period, for any period, or at
all, and will not interfere with Participant's right or the right of Company (or
the Parent or Subsidiary employing or retaining Participant) to terminate
Participant 's relationship as a Service Provider at any time, with or without
cause.
10. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company, in care of its Chief
Financial Officer at Linear Technology Corporation, 1630 McCarthy Boulevard,
Milpitas, CA, 95035, or at such other address as the Company may hereafter
designate in writing.
11. Grant is Not Transferable. Except to the limited extent provided in
Section 6 above, the unvested Shares subject to this grant and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and will not
be subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
unvested Shares of Restricted Stock subject to this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.
12. Binding Agreement. Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
13. Additional Conditions to Release from Escrow. The Company will not be
required to issue any certificate or certificates for Shares hereunder or
release such Shares from the escrow established pursuant to Section 2 prior to
fulfillment of all the following conditions: (a) the admission of such Shares to
listing on all stock exchanges on which such class of stock is then listed; (b)
the completion of any registration or other qualification of such Shares under
any state or federal law or under the rulings or regulations of the Securities
and Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, deem necessary or advisable; (c)
the obtaining of any approval or other clearance from any state or federal
governmental agency, which the Administrator will, in its absolute discretion,
determine to be necessary or advisable; and (d) the lapse of such reasonable
period of time following the date of grant of the Restricted Stock as the
Administrator may establish from time to time for reasons of administrative
convenience.
14. Plan Governs. This Agreement is subject to all terms and provisions of
the Plan. In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern. Capitalized terms used and not defined in this Agreement will have
the meaning set forth in the Plan.
15. Administrator Authority. The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Shares of Restricted Stock have
vested). All actions taken and all interpretations and determinations made by
the Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. No individual serving as the
Administrator (either serving alone or with other individuals) will be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.
16. Captions. Captions provided herein are for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.
17. Agreement Severable. In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.
18. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly
warrants that he is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein. Modifications
to this Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company.
19. Amendment, Suspension or Termination of the Plan. By accepting this
Award, Participant expressly warrants that he has received a Restricted Stock
Award under the Plan, and has received, read and understood a description of the
Plan. Participant understands that the Plan is discretionary in nature and may
be amended, suspended or terminated by the Company at any time.
20. Notice of Governing Law. This Restricted Stock award will be governed
by, and construed in accordance with, the laws of the State of California
without regard to principles of conflict of laws.
By Participant's signature below, Participant represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Participant has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Participant agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Participant further agrees to notify the Company upon any change in the
residence indicated in the Notice of Grant of Restricted Stock.
PARTICIPANT: LINEAR TECHNOLOGY CORPORATION
___________________________________ __________________________________
Signature By
___________________________________ __________________________________
Print Name Title
Date: _____________________________ Date: ____________________________
LINEAR TECHNOLOGY CORPORATION
2005 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Unless otherwise defined herein, the terms defined in the 2005 Equity
Incentive Plan (the "Plan") will have the same defined meanings in this Notice
of Grant of Restricted Stock Units.
Participant:
Address:
Participant has been granted the right to receive Restricted Stock Units,
subject to the terms and conditions of the Plan and this Restricted Stock Unit
Agreement (the "Agreement") as follows:
Grant Number _________________________
Date of Grant _________________________
Vesting Commencement Date _________________________
Number of Restricted Stock Units _________________________
Term/Expiration Date _________________________
Vesting Schedule:
[One-fifth (1/5th) of the Restricted Stock Units will vest and be issued to
Participant on each anniversary of the Vesting Commencement Date, provided that
Participant continues to be a Service Provider through such dates. In the event
Participant ceases to be a Service Provider for any or no reason (including
death or Disability) before Participant vests in the right to acquire the
Shares, the Restricted Stock Unit and Participant's right to acquire any Shares
hereunder will immediately terminate.]
By Participant's signature and the signature of the Company's
representative below, Participant and the Company agree that this Award is
granted under and governed by the terms and conditions of the Plan and the Terms
and Conditions of Restricted Stock Units, attached hereto as Exhibit A, both of
which are made a part of this document. Participant further agrees to execute
the attached Terms and Conditions of Restricted Stock Units as a condition to
receiving any Restricted Stock Units pursuant to this Award (and any Shares
issuable hereunder).
PARTICIPANT: LINEAR TECHNOLOGY CORPORATION
________________________________ _____________________________________
Signature By
________________________________ _____________________________________
Print Name Title
APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
1. Grant. The Company hereby grants to Participant under the Plan an Award
of Restricted Stock Units, subject to all of the terms and conditions in this
Agreement and the Plan.
2. Company's Obligation to Pay. Each Restricted Stock Unit has a value
equal to the Fair Market Value of a share of Common Stock on the date it becomes
vested. Unless and until the Restricted Stock Units will have vested in the
manner set forth in Sections 3 and 4, Participant will have no right to payment
of any such Restricted Stock Units. Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Unit will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company.
3. Vesting Schedule. Subject to Section 4, the Restricted Stock Units
awarded by this Agreement will vest in Participant according to the vesting
schedule set forth on the attached Notice of Grant of Restricted Stock Units,
subject to Participant continuing to be a Service Provider through each such
date.
4. Forfeiture upon Termination of Continuous Service. Notwithstanding any
contrary provision of this Agreement, if Participant's status as a Service
Provider terminates for any or no reason, the then-unvested Restricted Stock
Units awarded by this Agreement will thereupon be forfeited at no cost to the
Company and Participant will have no further rights thereunder.
5. Payment after Vesting. Any Restricted Stock Units that vest in
accordance with Section 3 will be paid to Participant (or in the event of
Participant's death, to his or her estate) in whole Shares, provided that to the
extent determined appropriate by the Company, any federal, state and local
withholding taxes with respect to such Restricted Stock Units will be paid by
reducing the number of Shares actually paid to Participant.
6. Payments after Death. Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant's designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant's estate. Any such
transferee must furnish the Company with (a) written notice of his or her status
as transferee, and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or regulations pertaining
to said transfer.
7. Withholding of Taxes. Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with
respect to such shares so issuable. The Administrator, in its sole discretion
and pursuant to such procedures as it may specify from time to time, may permit
Participant to satisfy such tax withholding obligation, in whole or in part by
one or more of the following: (a) paying cash, (b) electing to have the Company
withhold otherwise deliverable Shares having a Fair Market Value equal to the
minimum amount required to be withheld, (c) delivering to the Company already
vested and owned Shares having a Fair Market Value equal to the amount required
to be withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to Participant through such means as the Company may determine in
its sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld. If Participant fails to make satisfactory arrangements
for the payment of any required tax withholding obligations hereunder at the
time any applicable Restricted Stock Units otherwise are scheduled to vest
pursuant to Section 3, Participant will permanently forfeit the right to receive
Shares otherwise issuable with respect to such units, and the Restricted Stock
Units will be forfeited at no cost to the Company and Participant will have no
further rights thereunder.
8. Rights as Stockholder. Neither Participant nor any person claiming under
or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant.
9. No Effect on Service. Participant acknowledges and agrees that the
vesting of the Restricted Stock Units hereunder is earned only by continuing as
a Service Provider at the will of the Company (or the Parent or Subsidiary
employing or retaining Participant) and not through the act of being hired or
acquiring Restricted Stock Units hereunder. Participant further acknowledges and
agrees that this Agreement, the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied
promise of continued engagement as a Service Provider for the vesting period,
for any period, or at all, and will not interfere with Participant's right or
the right of Company (or the Parent or Subsidiary employing or retaining
Participant) to terminate Participant 's relationship as a Service Provider at
any time, with or without cause.
10. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company, in care of its Chief
Financial Officer at Linear Technology Corporation, 1630 McCarthy Boulevard,
Milpitas, CA, 95035, or at such other address as the Company may hereafter
designate in writing.
11. Grant is Not Transferable. Except to the limited extent provided in
Section 6, this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this grant, or any right or privilege conferred hereby, or
upon any attempted sale under any execution, attachment or similar process, this
grant and the rights and privileges conferred hereby immediately will become
null and void.
12. Binding Agreement. Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
13. Additional Conditions to Issuance of Stock. If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory authority
is necessary or desirable as a condition to the issuance of shares to
Participant (or his estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been
effected or obtained free of any conditions not acceptable to the Company. Where
the Company determines that the delivery of the payment of any Shares will
violate federal securities laws or other applicable laws, the Company will defer
delivery until the earliest date at which the Company reasonably anticipates
that the delivery of Shares will no longer cause such violation. The Company
will make all reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority.
14. Plan Governs. This Agreement is subject to all terms and provisions of
the Plan. In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern.
15. Administrator Authority. The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Restricted Stock Units have vested).
All actions taken and all interpretations and determinations made by the Plan
Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. No member of the Plan Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement.
16. Captions. Captions provided herein are for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.
17. Agreement Severable. In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.
By Participant's signature below, Participant represents that Participant
is familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Participant has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Participant agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Participant further agrees to notify the Company upon any change in the
residence indicated in the Notice of Grant of Restricted Stock Units.
PARTICIPANT: LINEAR TECHNOLOGY CORPORATION
___________________________________ __________________________________
Signature By
___________________________________ __________________________________
Print Name Title
Date: _____________________________ Date: ____________________________