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December 15, 1994
Mr. Jerald G. Fishman
President and Chief Operating Officer
Analog Devices, Inc.
Three Technology Way
Norwood, Massachusetts 02062-9106
Reference: Non-Qualified Stock Option Agreements between Analog
Devices, Inc. and Jerald G. Fishman
dated: (1) December 11, 1991
(2) October 7, 1992
(3) December 14, 1993
Restricted Stock Award Agreements between Analog
Devices, Inc. and Jerald G. Fishman
dated: (1) October 25, 1990
(2) December 18, 1990
(jointly and severally the "Agreements")
Dear Jerry:
I am pleased to inform you that on September 14, 1994, the
Board of Directors (the "Board") of Analog Devices, Inc. (the
"Company"), at a meeting duly called at which a quorum was present
and voting throughout, voted to authorize amendments to your
outstanding Non-Qualified Stock Options and Restricted Stock
Awards, granted to you pursuant to each of the Agreements
referenced above.
This letter is intended to provide an amendment to each of
the above referenced Agreements. The following, upon your
acceptance as provided below shall be incorporated in each
referenced Agreement as if fully stated therein and shall prevail
over any conflicting provision thereof so long as the period of
time set forth therein has not expired. The capitalized terms in
the amendment shall have the same meaning as set forth in the
Agreements.
(1) The parties hereby agree that in the event the Company
terminates your employment for any reason other than termination
for cause prior to September 15, 1999, (i) the options for the
purchase of shares of Common Stock of the
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Mr. Jerald G. Fishman
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December 15, 1994
Company which are not then exercisable (in the case of the Non-Qualified Stock
Option Agreements) shall be and become immediately exercisable upon such
termination, and (ii) the shares of Common Stock of the Company which
are not then vested (because the Restricted Period set forth in the Restricted
Stock Award Agreements has not then expired) shall be and become immediately
fully vested upon such termination date, and the applicable terms set in the
Agreements relating to exercisable options and vested shares shall govern.
(2) The above provisions relating to acceleration of Options and
vesting of Restricted Stock shall not apply to (a) any voluntary termination by
you of your employment, (b) any termination for cause prior to September 15,
1999 or (c) any Options or Restricted Stock Awards granted to you by the
Company after September 14, 1994.
(3) "Cause" for the purposes hereof means (a) your willful and
continued failure to substantially perform your duties as directed by the Board
(other than any such failure resulting from your incapacity due to physical or
mental disability), provided that a written demand for substantial performance
has been delivered to you by the Board specifically identifying the manner in
which the Board believes that you have not substantially performed your duties
and you have not cured such failure within 30 days after such demand, (b) your
willful engaging in conduct which is demonstrably and materially injurious to
the Company, or (c) your willful violation of any material provision of any
confidentiality, nondisclosure, assignment of invention, noncompetition or
similar agreement entered into by you in connection with your employment by the
Company. For purposes of this paragraph, no act or failure to act on your part
shall be deemed "willful" unless done or omitted to be done by you not in good
faith and without reasonable belief that your action or omission was in the
best interest of the Company.
(4) On and after September 15, 1999, the terms of each of the
Agreements then in effect will determine your rights with respect to the Common
Stock of the Company subject to the Agreements.
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Mr. Jerald G. Fishman
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December 15, 1994
If the foregoing is acceptable to you, please sign below where indicated
and return an original of this letter to me for our Company records.
Very truly yours, AGREED AND ACCEPTED:
ANALOG DEVICES, INC. /s/ Jerald G. Fishman
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/s/ Ray Stata
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Ray Stata Jerald G. Fishman
Chairman of the Board 169 Hickory Road
and Chief Executive Officer Weston, MA 02193