1
Exhibit 10.19
ANALOG DEVICES, INC.
ONE TECHNOLOGY WAY
P.O. BOX 9106
NORWOOD, MASSACHUSETTS 02062-9106
June 21, 2000
Mr. Jerald G. Fishman
President and Chief Executive Officer
Analog Devices, Inc.
One Technology Way
P.O. Box 9106
Norwood, Massachusetts 02062-9106
Dear Jerry:
At a meeting of the Board of Directors of Analog Devices, Inc., held today,
the Directors authorized and approved an amendment to all of the outstanding
unvested stock options granted to you by the Company, as well as any future
stock options which may be granted to you, providing for the accelerated vesting
of all of your unvested stock options in the event of termination of your
employment by the Company under specified conditions, as set forth below.
In the event that your employment with the Company is terminated by the
Company without "cause" or is teminated by you for "good reason" (as those terms
are defined in ADDENDUM A attached hereto), all of the then ourstanding unvested
stock options held by you shall accelerate and be and become immediately
exercisable and fully vested at the time of such termination; PROVIDED, HOWEVER,
that if these accelerated vesting provisions shall, in the judgment of the
Company's independent auditors, Ernst & Young LLP, adversely affect the ability
of the Company to treat any future acquisition as a "pooling of interests" for
accounting purposes, then this agreement and the accelerated vesting provisions
shall be and become null and void.
If you are in agreement with the foregoing, would you please sign the
duplicate copy of this letter and return it to me, whereupon this letter shall
constitute a binding and enforceable agreement between you and the Company in
accordance with its terms.
Very truly yours,
Analog Devices, Inc.
By: /s/ Ray Stata
---------------------------------------------
Ray Stata, Chairman
Read and Agreed
/s/ Jerald G. Fishman
- ----------------------------
Jerald G. Fishman
2
ADDENDUM A TO LETTER AGREEMENT
BETWEEN JERALD G. FISHMAN ("FISHMAN")
AND ANALOG DEVICES, INC ("COMPANY")
1. "CAUSE" means:
(a) the willful and continued failure of Fishman to perform substantially
his duties with the Company or one of its affiliates (other than any
such failure resulting from his physical or mental disability),
(b) Fishman's gross and reckless negligence in the performance of his
duties which materially adversely affects the Company's business,
(c) Fishman's willful engaging in conduct which is materially injurious to
the Company,
(d) Fishman's conviction of a felony, or
(e) a material breach of any of Fishman's obligations (i) not to compete
with the Company or (ii) to maintain the confidentiality of the
Company's confidential and proprietary information.
For purposes of this provision, no act or failure to act, on the part of
Fishman, shall be considered "willful" unless it is done, or omitted to be
done, by Fishman in bad faith or without reasonable belief that his action
or omission was in the best interests of the Company. Any act or failure to
act, based upon authority given pursuant to a resolution duly adopted by
the Board or upon the instructions of the Board or based upon the advice of
counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by Fishman in good faith and in the best interests of
the Company. The cessation of Fishman's employment shall not be deemed to
be for Cause unless and until (i) in the event of any Cause defined in
paragraphs (a), (b), (c) and (e), a written notice has been delivered to
Fishman by the Board which specifically identifies the Cause which is the
Board's basis for termination and Fishman has failed to cure or remedy the
act or omission so identified within a period of thirty (30) days after the
Employee's receipt of such notice (unless the act or omission is of a
nature that it cannot be cured or remedied) and (ii) the Board has
delivered to Fishman a copy of a resolution duly adopted by the affirmative
vote of not less than a majority of the entire membership of the Board
(excluding Fishman if he is then a member of the Board) at a meeting of the
Board called and held for such purpose (after reasonable notice is provided
to Fishman and he is given an opportunity, together with counsel, to be
heard before the Board), finding that, in the good faith opinion of the
Board, he is guilty of the conduct described in paragraph (a), (b), (c) or
(e) above, and specifying the particulars thereof in detail.
2. "Good Reason" means:
(a) the assignment to Fishman of any duties inconsistent in any material
respect with his position as Chief Executive Officer of the Company,
or any other action by
3
the Company which results in a material diminution in his authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Company promptly after receipt of notice thereof
given by Fishman;
(b) any action by the Company to reduce his annual base salary and
employee benefits below those currently (June 21, 2000) in place,
other than an isolated, immaterial or inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by Fishman; or
(c) the Company's requiring Fishman to be based at any office or location
other than within a 50-mile radius of its current headquarters in
Norwood, Massachusetts.
- 3 -