EXHIBIT 10.1
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STOCK OPTION CONFIRMING MEMORANDUM
GRANT OF NON-QUALIFIED STOCK OPTION
We are pleased to advise you that you have been granted an option to
purchase________shares of Analog Devices, Inc. Common Stock on the terms and
conditions set forth below (the "Option"). The grant of this option reflects
Analog's confidence in your commitment and contributions to the success and
continued growth of the Company.
GRANT OF OPTION: This memorandum confirms that, subject to the terms and
conditions of the Analog Devices, Inc. 1998 Stock Option Plan ("the Plan"),
Analog Devices, Inc. ("the Company") has granted to you ("the Optionee"),
effective on the Date of Grant set forth below, an option to purchase shares of
the Company's Common Stock (the "Option Shares") as follows:
Date of Grant:
Number of Option Shares Granted:
Option Exercise Price Per Share:
ALL TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN
THE PLAN.
EXERCISE OF OPTION: The Option is exercisable as follows:
EXERCISE PERIOD NUMBER OF SHARES
The right of exercise is cumulative, so that if the Option is not exercised to
the maximum extent permissible during any period, it is exercisable, in whole or
in part, with respect to all shares not so purchased at any time during any
subsequent period prior to the expiration or termination of the Option.
TERM OF OPTION; TERMINATION OF EMPLOYMENT:
1. The term of the Option is ten (10) years after the Date of Grant,
subject, however, to the early termination provisions set forth
herein.
2. Except as otherwise provided herein, the Option shall be exercisable
by the Optionee (or his/her successor in interest) following the
termination of the Optionee's employment only to the extent that the
Option was exercisable on or prior to the date of such termination.
3. The Option shall terminate on the date the Optionee voluntarily
terminates employment with the Company or one of its subsidiaries
(except on retirement as provided below) or on the date his/her
employment is terminated by the Company without "Cause" (as defined
in paragraph 4), but the Option Shares which are exercisable on the
date of such termination shall continue to be exercisable for a
period of three (3) months following such termination date.
4. The Option shall terminate on the date the Optionee's employment
with the Company or one of its subsidiaries is terminated by the
Company for "Cause", and all Option Shares which are then
exercisable shall forthwith cease to be exercisable. "Cause" for
this purpose means unsatisfactory job performance (as determined by
the Company), willful misconduct, fraud, gross negligence,
disobedience or dishonesty.
5. Upon the death of the Optionee while he/she is an employee of the
Company or one of its subsidiaries, the Option shall become
exercisable in full on the date of death and shall continue to be
exercisable (by the Optionee's successor in interest) over the
remaining term of the Option.
6. Upon the retirement of the employee, a fraction (the "Vesting
Fraction") of the Option Shares which are not exercisable at the
time of the Optionee's retirement shall, from and after such
retirement, continue to be exercisable over the remaining term of
the Option. The employment of the Optionee shall be deemed to
terminate due to retirement if the Optionee terminates his or her
employment voluntarily after having (i) attained age 62, (ii)
completed at least ten years of vesting service as defined under the
Analog Devices, Inc. The Investment Partnership ("TIP") and (iii)
prior to termination of employment had completed an orderly
transition of his or her duties and responsibilities. The Vesting
Fraction means the fraction determined by subtracting 72 from the
sum of (a) the Optionee's age and (b) the Optionee's years of
service determined at the date of termination of employment and
dividing the result of that calculation by 10.
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7. If the employment of the Optionee terminates due to disability (as
determined by the Company), the Option Shares which are not
exercisable as of the date of disability shall become exercisable on
the date or dates (over the remaining term of the Option) that they
otherwise would have been exercisable if the Optionee's employment
had not been terminated due to disability.
As used herein, the terms "employment" and "employee" shall mean and include any
one of the following relationships with the Company: director, employee,
consultant or advisor.
PAYMENT OF PURCHASE PRICE: The following payment methods may be used
to purchase Option Shares:
1. A cashless exercise in a manner described in the Plan.
2. Cash or check payable to the Company.
3. Delivery by the Optionee of shares of Common Stock of the Company
that have been owned by the Optionee for at least six months.
4. Any combination of the above methods.
TRANSFERABILITY OF OPTION: The Option may be transferred to a Family
Member of the Optionee. For purposes of this Option, a Family Member is any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Optionee's household (other than a tenant
or employee), a trust in which these persons have more than fifty percent of the
beneficial interest, a foundation in which these persons (or the employee)
control the management of assets, and any other entity in which these persons
(or the Optionee) own more than fifty percent of the voting interests. The
transferee shall be subject to all the terms and conditions applicable to the
Option prior to the transfer. The transfer shall not be effective until the
Optionee has notified the Company in writing that the transfer has occurred.
Except as provided herein and except as provided by will or the laws of descent
and distribution, the Option may not be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise).
CHANGE IN CONTROL; ACQUISITION EVENT: In the event of a Change in
Control, one-half of the number of Option Shares which are not then exercisable
shall become immediately exercisable and the remaining one-half shall continue
to become exercisable on each subsequent vesting date in accordance with the
original vesting schedule of the Option, provided that the Option shall become
exercisable in full if, on or prior to the first anniversary of the Change in
Control Event, the Optionee's employment with the Company (or an acquiring or
succeeding corporation) is terminated for "Good Reason" by the Optionee or
without "Cause" by the Company or the acquiring or succeeding corporation (as
such terms are defined in the Plan), all in accordance with the terms and
conditions set forth in Section 6 of the Plan.
If an Acquisition Event occurs and the Option is not assumed, or an
equivalent option is not substituted, by the acquiring party, the Option shall
become exercisable in full, including that portion which is not then
exercisable, as provided in Section 6 of the Plan. If the Option is so assumed
or replaced with a substituted option and such Acquisition Event is not also a
Change in Control Event, it shall continue to vest and be exercisable in
accordance with the Option's original vesting schedule.
WITHHOLDING TAXES: As a condition to the issuance of shares upon
exercise of the Option, the Company may require the Optionee to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements.
A copy of the Plan prospectus and brochure describing the principal features of
the Plan is available on the Company's Intranet at
www-corp.analog.com/company/stock. If you have any questions regarding your
stock option, please contact your regional stock plan administrator, Jennifer
Baptiste at (781) 461-3889 or Jennifer.Baptiste@Analog.com; or Fran Sarro,
Assistant Treasurer, at (781) 461-3907 or email Fran.Sarro@Analog.com. If you
are unable to access this information via the Intranet, your regional stock plan
administrator can provide you with copies.
/s/ Ray Stata /s/ Jerald G. Fishman
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Ray Stata Jerald G. Fishman
Chairman of the Board President & Chief Executive Officer