EXHIBIT 99
ANALOG DEVICES, INC.
2001 BROAD-BASED STOCK OPTION PLAN
EFFECTIVE DATE: DECEMBER 5, 2001
1. PURPOSE.
The purpose of this 2001 Broad-Based Stock Option Plan (the "Plan") of
Analog Devices, Inc. a Massachusetts corporation (the "Company"), is to advance
the interests of the Company's stockholders by enhancing the Company's ability
to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any present or future
subsidiaries of Analog Devices, Inc. as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code") and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has
a controlling interest, as determined by the Board of Directors of the Company
(the "Board").
2. ELIGIBILITY OF OPTIONEES.
All of the Company's employees, consultants and advisors are eligible
to be granted options (each, an "Option") under the Plan; PROVIDED, HOWEVER, no
Options may be granted under the Plan to any directors of the Company or to any
employees who are also officers of the Company as the term "officer" is defined
by the Securities and Exchange Commission in Rule 16a-1(f) promulgated under the
Securities Exchange Act of 1934, or any successor rule. Each person who has been
granted an Option under the Plan is hereinafter referred to as "Optionee".
3. ADMINISTRATION; DELEGATION.
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board. The Board shall have authority to grant Options and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to
the Plan as it shall deem advisable. The Board may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Option in the
manner and to the extent it shall deem expedient to carry the Plan into effect
and it shall be the sole and final judge of such expediency. All decisions by
the Board shall be made in the Board's sole discretion and shall be final and
binding on all persons having or claiming any interest in the Plan or in any
Option. No director or person acting pursuant to the authority delegated by the
Board shall be liable for any action or determination relating to or under the
Plan made in good faith.
(b) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board, the Committee or the executive
officer referred to in Section 3(c) to the extent
that the Board's powers or authority under the Plan have been delegated to the
Committee or executive officer.
(c) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to grant Options and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Options and the maximum number of shares for any one
Optionee to be made by such executive officers.
4. STOCK AVAILABLE FOR OPTIONS. Subject to adjustment pursuant to Section
6(a), Options may be granted under the Plan for up to 50,000,000 shares of
common stock, $0.16-2/3 par value of the Company ("Common Stock"). If any
Option expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Option shall
again be available for the grant of Options under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.
5. OPTION TERMS.
(a) GENERAL. The Board may grant Options to purchase Common Stock and
determine the number of shares of Common Stock to be covered by each Option, the
exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option, including conditions relating to applicable federal
or state securities laws, as it considers necessary or advisable.
(b) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable Option Agreement;
PROVIDED, HOWEVER, that the exercise price shall be not less than 100% of the
fair market value of the Common Stock, as determined by the Board, at the time
of the Option grant ("Fair Market Value").
(c) OPTION AGREEMENT; DURATION OF OPTIONS. Each Option may be evidenced
by (i) an Option Agreement in such form and containing such provisions as the
Board from time to time shall approve or (ii) a written confirming memorandum to
the Optionee setting forth the material terms of the Option. (For purposes of
the Plan, Option Agreement, as defined herein, shall also include any such
confirming memorandum.) Each Option Agreement shall specify the period or
periods during which the Option may be exercised and shall specify the effect of
termination of employment on the exercisability of the Option. The Option
Agreement may also include, without limitation, provisions relating to (i)
subject to the provisions of Section 7, the acceleration and vesting of Options,
(ii) a provision that permits Options to vest and remain exercisable after the
Optionee ceases to be employed by, or retained as a consultant or advisor to,
the Company or any subsidiary or affiliate of the Company, and (iii) any other
matters not inconsistent with the terms and provisions of the Plan that the
Board shall, in its sole discretion, determine. The terms and conditions of the
respective Option Agreements need not be identical.
(d) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise, e-mail or other form of notice
(including electronic notice) approved
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by the Board together with payment as specified in Section 5(e) for the
number of shares for which the Option is exercised.
(e) PAYMENT UPON EXERCISE. Payment for Common Stock purchased upon the
exercise of an Option granted under the Plan shall be made as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may, in its sole discretion, otherwise
provide in an Option Agreement, (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (ii) delivery by the Optionee to
the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price and any required withholding;
(3) delivery of shares of Common Stock owned by the Optionee valued
at their Fair Market Value as determined by (or in a manner approved by) the
Board in good faith, provided (i) such method of payment is then permitted under
applicable law and (ii) such Common Stock, if acquired directly from the
Company, was owned by the Optionee for at least six months prior to such
delivery;
(4) to the extent permitted by the Board, in its sole discretion,
(i) by delivery of a promissory note of the Optionee to the Company on terms
determined by the Board or (ii) by payment of such other lawful consideration as
the Board may determine; or
(5) by any combination of the above permitted forms of payment.
(f) SUBSTITUTE OPTIONS. In connection with a merger or consolidation of
an entity with the Company or the acquisition by the Company of property or
stock, the Board may grant options in substitution for any stock options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5.
6. ADJUSTMENTS FOR CHANGES IN COMMON STOCK; LIQUIDATION.
(a) CHANGES IN CAPITALIZATION. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock OTHER
than a normal cash dividend, (i) the number and class of securities available
under the Plan and (ii) the number and class of securities and exercise price
per share subject to each outstanding Option shall be appropriately adjusted by
the Company to the extent the Board shall determine, in good faith, that such an
adjustment is necessary and appropriate. If this Section 6(a) applies and
Section 7 also applies to any event, Section 7 shall be applicable to such
event, and this Section 6(a) shall not be applicable.
(b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Optionees provide that all then
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unexercised Options will (i) become exercisable in full as of a specified time
at least 10 business days prior to the effective date of such liquidation or
dissolution and (ii) terminate effective upon such liquidation or dissolution,
except to the extent exercised before such effective date.
7. REORGANIZATION AND CHANGE IN CONTROL EVENTS.
(a) DEFINITIONS.
(1) A "Reorganization Event" shall mean:
(A) any merger or consolidation of the Company
with or into another entity as a result of
which all of the Common Stock of the Company
is converted into or exchanged for the right
to receive cash, securities or other
property; or
(B) any exchange of all of the Common Stock of
the Company for cash, securities or other
property pursuant to a share exchange
transaction.
(2) A "Change in Control Event" shall mean:
(A) the acquisition by an individual, entity or
group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial
ownership of any capital stock of the
Company if, after such acquisition, such
Person beneficially owns (within the meaning
of Rule 13d-3 promulgated under the Exchange
Act) 30% or more of either (x) the then
outstanding shares of common stock of the
Company (the "Outstanding Company Common
Stock") or (y) the combined voting power of
the then outstanding securities of the
Company entitled to vote generally in the
election of directors (the "Outstanding
Company Voting Securities"); PROVIDED,
HOWEVER, that for purposes of this
subsection (A), the following acquisitions
shall not constitute a Change in Control
Event: (i) any acquisition directly from the
Company (excluding an acquisition pursuant
to the exercise, conversion or exchange of
any security exercisable for, convertible
into or exchangeable for common stock or
voting securities of the Company, unless the
Person exercising, converting or exchanging
such security acquired such security
directly from the Company or an underwriter
or agent of the Company), (ii) any
acquisition by any employee benefit plan (or
related trust) sponsored or maintained by
the Company or any corporation controlled by
the Company, or (iii) any acquisition by any
corporation pursuant to a Business
Combination (as defined below) which
complies with clauses (x) and (y) of
subsection (C) of this definition; or
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(B) such time as the Continuing Directors (as
defined below) do not constitute a majority
of the Board (or, if applicable, the Board
of Directors of a successor corporation to
the Company), where the term "Continuing
Director" means at any date a member of the
Board (x) who was a member of the Board on
the date of the initial adoption of this
Plan by the Board or (y) who was nominated
or elected subsequent to such date by at
least a majority of the directors who were
Continuing Directors at the time of such
nomination or election or whose election to
the Board was recommended or endorsed by at
least a majority of the directors who were
Continuing Directors at the time of such
nomination or election; PROVIDED, HOWEVER,
that there shall be excluded from this
clause (y) any individual whose initial
assumption of office occurred as a result of
an actual or threatened election contest
with respect to the election or removal of
directors or other actual or threatened
solicitation of proxies or consents, by or
on behalf of a person other than the Board;
or
(C) the consummation of a merger, consolidation,
reorganization, recapitalization or share
exchange involving the Company or a sale or
other disposition of all or substantially
all of the assets of the Company (a
"Business Combination"), unless, immediately
following such Business Combination, each of
the following two conditions is satisfied:
(x) all or substantially all of the
individuals and entities who were the
beneficial owners of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities immediately prior to such
Business Combination beneficially own,
directly or indirectly, more than 50% of the
then outstanding shares of common stock and
the combined voting power of the then
outstanding securities entitled to vote
generally in the election of directors,
respectively, of the resulting or acquiring
corporation in such Business Combination
(which shall include, without limitation, a
corporation which as a result of such
transaction owns the Company or
substantially all of the Company's assets
either directly or through one or more
subsidiaries) (such resulting or acquiring
corporation is referred to herein as the
"Acquiring Corporation") in substantially
the same proportions as their respective
ownership of the Outstanding Company Common
Stock and Outstanding Company Voting
Securities immediately prior to such
Business Combination and (y) no Person
(excluding the Acquiring Corporation or any
employee benefit plan (or related trust)
maintained or sponsored by the Company or by
the Acquiring Corporation) beneficially
owns, directly or indirectly, 30% or more of
the then outstanding shares of common stock
of the Acquiring Corporation, or of the
combined voting power of the
then-outstanding securities of such
corporation entitled to vote generally in
the election of directors (except to the
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extent that such ownership existed prior to
the Business Combination).
(3) "Good Reason" shall mean any significant diminution in
the Optionee's title, authority, or responsibilities from and after such
Reorganization Event or Change in Control Event, as the case may be, or any
reduction in the annual cash compensation payable to the Optionee from and after
such Reorganization Event or Change in Control Event, as the case may be, or the
relocation of the place of business at which the Optionee is principally located
to a location that is greater than 50 miles from the current site.
(4) "Cause" shall mean any (i) willful failure by the Optionee,
which failure is not cured within 30 days of written notice to the Optionee from
the Company, to perform his or her material responsibilities to the Company or
(ii) willful misconduct by the Optionee which affects the business reputation of
the Company.
(b) EFFECT ON OPTIONS.
(1) REORGANIZATION EVENT. Upon the occurrence of a
Reorganization Event (regardless of whether such event also constitutes a Change
in Control Event), or the execution by the Company of any agreement with respect
to a Reorganization Event (regardless of whether such event will result in a
Change in Control Event), the Board shall provide that all of the outstanding
Options shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof); PROVIDED THAT if
such Reorganization Event also constitutes a Change in Control Event, except to
the extent specifically provided to the contrary in the instrument evidencing
any Option or any other agreement between an Optionee and the Company, (x)
one-half of the number of shares subject to the Option which were not already
vested shall be immediately exercisable upon the occurrence of such
Reorganization Event, and subject to (y) below, the remaining one-half of such
number of shares shall continue to become vested in accordance with the original
vesting schedule set forth in such option, with one-half of the number of shares
that would otherwise have become vested on each subsequent vesting date in
accordance with the original schedule becoming vested on each subsequent vesting
date and (y) such assumed or substituted options shall become immediately
exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Reorganization Event, the Optionee's employment with the
Company or the acquiring or succeeding corporation is terminated for Good Reason
by the Optionee or is terminated without Cause by the Company or the acquiring
or succeeding corporation. For purposes hereof, an Option shall be considered to
be assumed if, following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock subject to the
Option immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist
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solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.
Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or substitute
for, such Options, then the Board shall, upon written notice to the Optionees,
provide that all then unexercised Options will become exercisable in full as of
a specified time prior to the Reorganization Event and will terminate
immediately prior to the consummation of such Reorganization Event, except to
the extent exercised by the Optionees before the consummation of such
Reorganization Event; PROVIDED, HOWEVER, that in the event of a Reorganization
Event under the terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of Common Stock surrendered
pursuant to such Reorganization Event (the "Acquisition Price"), then the Board
may instead provide that all outstanding Options shall terminate upon
consummation of such Reorganization Event and that each Optionee shall receive,
in exchange therefor, a cash payment equal to the amount (if any) by which (i)
the Acquisition Price multiplied by the number of shares of Common Stock subject
to such outstanding Options (whether or not then exercisable), exceeds (ii) the
aggregate exercise price of such Options. To the extent all or any portion of an
Option becomes exercisable solely as a result of the first sentence of this
paragraph, upon exercise of such Option the Optionee shall receive shares
subject to a right of repurchase by the Company or its successor at the Option
exercise price. Such repurchase right shall lapse at the same rate as the Option
would have become exercisable under its terms and shall not apply to any shares
subject to the Option that were exercisable under its terms without regard to
the first sentence of this paragraph.
(2) CHANGE IN CONTROL EVENT THAT IS NOT A REORGANIZATION EVENT.
Upon the occurrence of a Change in Control Event that does not also constitute a
Reorganization Event, except to the extent specifically provided to the contrary
in the instrument evidencing any Option or any other agreement between an
Optionee and the Company, the vesting schedule of such Option shall be
accelerated in part so that one-half of the number of shares that would
otherwise have first become vested on any date or dates after the date of the
Change in Control Event shall immediately become exercisable. The remaining
one-half of such number of shares shall continue to become vested in accordance
with the original vesting schedule set forth in such Option with one-half of the
number of shares that would otherwise have become vested on each subsequent
vesting date; PROVIDED, HOWEVER, that each such Option shall immediately become
exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Optionee's employment with the
Company or the acquiring or succeeding corporation is terminated for Good Reason
by the Optionee or is terminated without Cause by the Company or the acquiring
or succeeding corporation.
8. GENERAL PROVISIONS APPLICABLE TO OPTIONS.
(a) TRANSFERABILITY OF OPTIONS. Except as the Board may otherwise
determine or provide in an Option, Options shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Optionee, shall
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be exercisable only by the Optionee. References to an Optionee, to the extent
relevant in the context, shall include references to authorized transferees.
(b) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Option may be granted alone or in addition or in relation to any other Option.
The terms of each Option need not be identical, and the Board need not treat
Optionees uniformly.
(c) TERMINATION OF STATUS. The Board shall determine the effect on an
Option of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of an Optionee and the extent to
which, and the period during which, the Optionee, the Optionee's legal
representative, conservator, guardian or designated beneficiary may exercise
rights under the Option.
(d) WITHHOLDING. Each Optionee shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Options granted to such Optionee no later than
the date of the event creating the tax liability. Except as the Board may
otherwise provide in an Option, Optionees may satisfy such tax obligations in
whole or in part by delivery of shares of Common Stock, including shares
retained from the Option creating the tax obligation, valued at their Fair
Market Value; provided, however, that the total tax withholding when stock is
being used to satisfy such tax obligations cannot exceed the Company's minimum
statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). The Company may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise
due to an Optionee.
(e) AMENDMENT OF OPTION. The Board may amend, modify or terminate any
outstanding Option, including but not limited to, substituting therefor another
Option of the same or a different type and changing the date of exercise or
realization, provided that the Optionee's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Optionee.
(f) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove any
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Option have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Optionee has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
(g) ACCELERATION; CONTINUED VESTING. The Board may at any time provide
that any Options shall become immediately exercisable in full or in part, and
may at any time provide for the continued vesting and exercisability of any
Options for such period of time after the Optionee's employment terminates as
the Board shall determine.
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9. MISCELLANEOUS.
(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Option, and the grant of an Option shall not be
construed as giving an Optionee the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with an Optionee free
from any liability or claim under the Plan, except as expressly provided in the
applicable Option.
(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Option, no Optionee or designated beneficiary of the Optionee shall
have any rights as a stockholder with respect to any shares of Common Stock to
be distributed with respect to an Option until becoming the record holder of
such shares. Notwithstanding the foregoing, in the event the Company effects a
split of the Common Stock by means of a stock dividend and the exercise price of
and the number of shares subject to such Option are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such
dividend), then an Optionee who exercises an Option between the close of
business on the record date for such stock dividend and the close of business on
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.
(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board. No Option shall be granted under
the Plan after ten (10) years from the date on which the Plan was adopted by the
Board, but Options previously granted may extend beyond that date.
(d) AMENDMENT AND TERMINATION OF PLAN. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time.
(e) GOVERNING LAW. The provisions of the Plan and all Options granted
hereunder shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts, without regard to any applicable conflicts of
law.
Adopted by the Board of Directors on December 5, 2001
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