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Exhibit 10-2
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ANALOG DEVICES, INC.
1991 RESTRICTED STOCK PLAN
1. PURPOSE.
The purpose of the 1991 Restricted Stock Plan (the "Plan") is to secure
for Analog Devices, Inc. (the "Company") and its shareholders the benefits
arising from capital stock ownership by key employees of the Company who are
expected to contribute to the Company's future growth and success. Except where
the context otherwise requires, the term "Company" shall include any
subsidiaries of the Company. For purposes of the Plan, the term "subsidiary"
means a corporation fifty percent (50%) or more of whose voting securities are
directly or indirectly owned by the Company. A copy of the Plan is available
from the Treasurer's Department. For more information about the Plan, and its
administrators, please contact the Director of Corporate Communications, One
Technology Way, P.O. Box 9106, Norwood, MA 02062-9106, telephone (617)
329-4700.
2. ADMINISTRATION AND AWARDS.
(a) Administration. Awards (as defined below) granted pursuant to the
Plan shall be authorized by action of the Board of Directors of the Company and
shall meet the requirements of Section 5 of the Plan. The Plan shall be
administered by the Board of Directors of the Company, whose construction and
interpretation of the terms and provisions of the Plan shall be final and
conclusive. The Board of Directors may in its sole discretion make awards for
the purchase of shares of the Company's common stock, $.16 2/3 par value per
share ("Common Stock"), pursuant to Section 5. The Board shall have authority,
subject to the express provisions of the Plan, to construe the respective
Awards, and the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the respective
Awards, which need not be identical, and to make all other determinations in
the judgment of the Board of Directors necessary or desirable for the
administration of the Plan. The Board of Directors may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any Award
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. No director
or person acting pursuant to authority delegated by the Board of Directors
shall be liable for any action or determination made in good faith. The Board
of Directors may, to the full extent permitted by or consistent with law or
regulation (including without limitation Rule 16b-3 of the Securities Exchange
Act of 1934 or any successor rule ("Rule 16b-3")), delegate any or all of its
powers under the Plan to a committee (the "Committee") appointed by the Board
of Directors, and if the Committee is so
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appointed all references to the Board of Directors in the Plan shall mean and
relate to such Committee. In addition, to the full extent permitted by or
consistent with law or regulation (including without limitation Rule 16b-3), the
Board of Directors or such Committee may delegate authority to the President of
the Company to make Awards to employees of the Company who are not officers or
directors of the Company.
(b) Grant of Awards to Directors. The selection of a director as a
participant and the size of an Award to such director shall be determined by
the Board of Directors, of which a majority, as well as a majority of the
directors acting in the matter, shall be "disinterested persons" (as
hereinafter defined). For the purposes of the Plan, a director shall be deemed
to be "disinterested" only if such person qualifies as a "disinterested person"
within the meaning of Rule 16b-3 as such term is interpreted from time to time.
3. ELIGIBILITY.
Awards under the Plan may be made only to persons who are determined by
the Board of Directors to be key employees of the Company. The term "employees"
shall include officers and directors who are full-time employees of the Company
as well as other full-time employees of the Company.
4. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided in Section 8 below, the maximum
number of shares of Common Stock of the Company which may be issued and sold
under the Plan is 700,000 shares. Such shares may be (i) authorized and
unissued shares or (ii) issued and thereafter acquired by the Company or (iii)
subject to the requirements of 16b-3, tendered back to the Company or withheld
by the Company for tax withholding obligations pursuant to Section 12. Any
shares of Common Stock subject to an Award which are not purchased by the
recipient of the Award, or which are purchased by the recipient of the Award
but later repurchased by the Company in accordance with the terms of the Award
or the Plan, shall again be available for purposes of the Plan.
5. AWARDS.
(a) Restricted Stock Award. A restricted stock award ("Award") shall
consist of the sale and issuance by the Company of shares of Common Stock, and
purchase by the recipient of such shares, subject to the terms, conditions and
restrictions described in the document evidencing the Award and in this Plan.
(b) Execution of Award. As a condition to an Award under the Plan, each
recipient of an Award shall execute an agreement in such form, which may differ
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among recipients, as shall be specified by the Board of Directors at the time of
such Award.
(c) Price. The Board of Directors shall determine the price, if any, at
which shares of Common Stock shall be awarded to recipients under the Plan. The
purchase price, if any, may vary among the participants. The Board of Directors
may, in its discretion, issue shares under the Plan without payment of any cash
purchase price by the recipients or issue shares at a purchase price below the
then fair market value. If a purchase price is required to be paid, it shall be
paid in cash or by check payable to the order of the Company at the time that
the Award is accepted by the recipient.
(d) Number of Shares. The Award shall specify the number of shares of
Common Stock granted thereunder.
(e) Ownership of Shares. Each recipient of an Award shall have, after
delivery to him or her or to an escrow agent (the "Escrow Agent") on his behalf
of a certificate or certificates for the number of shares of Common Stock
awarded, absolute ownership of such shares including the right to vote them and
to receive dividends on the shares, subject, however, to the risk of forfeiture
and the terms, conditions and restrictions described in the Plan and in the
instrument evidencing the grant of the Award.
(f) Restrictions on Transfer. In addition to such other terms,
conditions and restrictions upon Awards as shall be imposed by the Board of
Directors, all shares issued pursuant to an Award shall be subject to the
following restrictions:
(1) All shares of Common Stock subject to an Award (including any
shares issued pursuant to paragraph (g) of this Section 5) shall be subject to
certain restrictions on disposition and obligations of resale to the Company as
provided in subparagraph (2) below for the period specified in the document
evidencing the Award, and shall not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of until such restrictions lapse. The period
during which such restrictions are applicable is referred to as the "Restricted
Period."
(2) In the event that a recipient's employment with the Company is
terminated within the Restricted Period, whether such termination is voluntary
or involuntary, with or without cause, for any reason other than death or total
disability (as determined by the Company) of the recipient, the Company shall
have the right and option for a period of ninety (90) days following such
termination of employment to elect to buy for cash that number of the shares of
Common Stock purchased under the Award as to which the restrictions on transfer
and the forfeiture provisions contained in the Award had not lapsed at the time
of such termination, at a price equal to the price per share originally paid by
the recipient. If such
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termination of employment occurs within the Restricted Period, and there are
less than ninety (90) days remaining in the Restricted Period, the prohibition
against any sale, assignment, transfer or other disposition of the recipient's
Common Stock, provided in subparagraph (f)(1) of this Section 5, shall continue
to apply until the expiration of the Company's 90-day option period set forth in
this subparagraph (f) (2).
(3) If such recipient's employment is terminated within the Restricted
Period by reason of his death or total disability, the Company's right to
repurchase shares issued to such recipient under the Plan shall cease and
terminate at the time of such death or disability; and such shares, from and
after the date of such death or disability, shall no longer be restricted by
the provisions of subparagraph (f)(1) of this Section 5 and may thereafter,
subject to compliance with law, be sold, assigned, transferred or otherwise
disposed of during the balance of the Restricted Period.
(4) Notwithstanding subparagraphs (1), (2) and (3) above, the Board of
Directors may, in its discretion, either at the time that an Award is made or
at any time thereafter, waive its right to repurchase shares of Common Stock
upon the occurrence of any of the events described in this Section 5(f) or
remove or modify any part or all of the restrictions. In addition, the Board of
Directors may, in its discretion, impose upon the recipient of an Award at the
time of such Award, such other restrictions on any shares of Common Stock
issued pursuant to such Award as the Board may deem advisable and in the best
interests of the Company and its shareholders.
(g) Additional Shares. Any shares received by a recipient of an Award
as a stock dividend on, or as a result of stock splits, combinations, exchanges
of shares, reorganizations, mergers, consolidations or otherwise with respect
to, shares of Common Stock received pursuant to such Award shall have the same
status and shall bear the same restrictions, all on a proportionate basis, as
the shares initially purchased pursuant to such Award.
(h) Transfers in Breach of Award; Repurchased Shares. If any transfer
of shares purchased pursuant to an Award is made or attempted contrary to the
terms of the Plan and of such Award, the Board of Directors shall have the
right to purchase those shares for the account of the Company from the owner
thereof or his transferee at any time before or after the transfer at the price
paid for such shares by the person to whom they were awarded under the Plan. In
addition to any other legal or equitable remedies which it may have, the
Company may enforce its rights by specific performance to the extent permitted
by law. The Company may refuse for any purpose to recognize as a shareholder of
the Company any transferee who receives any shares contrary to the provisions
of the Plan and the applicable Award, and the Company may retain and/or recover
all dividends on such shares which were paid or payable subsequent to the date
on which the prohibited transfer was made or
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attempted. Any shares which the Board of Directors elects to repurchase under
the Plan for the account of the Company shall be tendered to the Company by the
delivery of certificates therefor, duly endorsed in blank, at the Company's
principal office on the date and at the time specified by the Board of
Directors. Payment for repurchased shares shall be made by the Company at the
time of delivery of the certificate(s) representing the repurchased shares.
(i) Resale Restrictions. Certain officers of the Company, who may be
deemed to be "affiliates," may resell shares of the Company's Common Stock
purchased under the Plan only subject to certain restrictions imposed by the
Securities Act of 1933 and Rule 144 promulgated thereunder. In addition, in
order to obtain the benefits of Rule 16b-3, certain officers of the Company,
who may be deemed to be "insiders" under Rule 16b-3 may not sell any shares of
the Company's Common Stock for at least six months after the date an award is
granted. Any officer purchasing shares under the Plan should consult with legal
counsel prior to doing so.
(j) Additional Award Provisions. The Board of Directors may, in its
sole discretion, include additional provisions in any Award granted under the
Plan.
6. GENERAL RESTRICTIONS.
(a) Investment Representations. The Company may require any person to
whom an Award is made, as a condition of purchasing the shares subject to such
Award or exercising such option, to give written assurances in substance and
form satisfactory to the Company to the effect that such person is acquiring
the Common Stock subject to the Award for his or her own account for investment
and not with any present intention of selling or otherwise distributing the
same, and to such other effects as the Company deems necessary or appropriate
in order to comply with federal and applicable state securities laws.
Certificates for shares of Common Stock delivered pursuant to Awards shall bear
the following legend:
"The shares of Common Stock represented by this certificate are
subject to forfeiture, prohibition against transfer or assignment and
certain other restrictions set forth in the 1991 Restricted Stock Plan
of Analog Devices, Inc. and in the Restricted Stock Award dated as of
19__ granted by Analog Devices, Inc. to the owner of this certificate.
A copy of the 1991 Restricted Stock Plan and the above-described
Restricted Stock Award are available for inspection, without charge,
at the offices of Analog Devices, Inc."
(b) Compliance with Securities Laws. Each Award shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Award
upon any securities exchange or under any state or federal law, or the consent
or approval of
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any governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Award may
not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualifications.
7. RIGHTS AS A SHAREHOLDER.
The recipient of an Award shall have no rights as a shareholder with
respect to any shares covered by the Award until the date of issue of a stock
certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
8. ADJUSTMENT PROVISIONS.
(a) If the outstanding shares of Common Stock are increased, decreased
or exchanged for a different number or kind of shares or other securities, or
if additional shares or new or different shares or other securities are
distributed with respect to such shares of Common Stock or other securities,
through merger, consolidation, sale of all or substantially all of the assets
of the Company, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other distribution with respect
to such shares of Common Stock or other securities, or if the Company shall
distribute any substantial amount of its assets with respect to such shares of
Common Stock or other securities, an appropriate and proportionate adjustment
may be made in the maximum number and kind of shares reserved for issuance
under the Plan.
(b) Adjustments under this Section 8 will be made by the Board of
Directors, whose determination as to what adjustments, if any, will be made and
the extent thereof will be final, binding and conclusive. No fractional shares
will be issued under the Plan on account of any such adjustments.
9. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing contained in the Plan or in any Award shall confer upon any
recipient of an Award any right with respect to the continuation of his or her
employment by the Company or interfere in any way with the right of the Company
at any time to terminate such employment or to increase or decrease the
compensation of the recipient. Whether an authorized leave of absence, or
absence, or absence in military or government service shall constitute
termination of employment shall be determined by the Company at the time of
such absence.
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10. OTHER EMPLOYEE BENEFITS.
The value of an Award granted to an employee or the sale of shares
received pursuant to an Award will not constitute compensation with respect to
which any other employee benefits of such employee are determined, including,
without limitation, benefits under any bonus, pension, profit-sharing, life
insurance or salary continuation plan, except as otherwise specifically
determined by the Board of Directors.
11. AMENDMENT OF THE PLAN.
The Plan may at any time be terminated, modified or amended by the
holders of a majority of the then outstanding voting shares of the Company. The
Board of Directors may at any time, and from time to time, modify or amend the
Plan in any respect, except that without the approval of the shareholders of
the Company the Board of Directors may not make any amendment which would (i)
cause the Plan to no longer comply with Rule 16b-3 or any successor to the
foregoing or (ii) require shareholder approval under any applicable listing
requirement. The termination or any modification or amendment of the Plan shall
not, without the consent of a recipient of an Award, affect his or her rights
under an Award previously made to him or her. With the consent of the recipient
of the Award, the Board of Directors may amend outstanding Awards in a manner
not inconsistent with the Plan. The Board of Directors shall have the right to
amend or modify the terms and provisions of the Plan and of any outstanding
Award to the extent necessary to ensure the qualification of the Plan under
Rule 16b-3 or any successor rule.
12. WITHHOLDING.
(a) The Company shall have the right to deduct from payments of any
kind otherwise due to the participant any federal, state or local taxes of any
kind required by law to be withheld with respect to any shares issued upon any
Award under the Plan. Subject to the prior approval of the Company, which may
be withheld by the Company in its sole discretion, the participant may elect to
satisfy such obligations, in whole or in part, (i) by directing the Escrow
Agent to forward to the Company a sufficient number of shares of Common Stock
otherwise deliverable by the Escrow Agent to the participant pursuant to the
grant of an Award or (ii) by delivering to the Company shares of Common Stock
already owned by the participant. The shares so delivered by the Escrow Agent
or the participant shall have a fair market value equal to such withholding
obligation. The fair market value of the shares used to satisfy such
withholding obligation shall be determined by the Company as of the date that
the amount of tax to be withheld is to be determined. A participant who has
made an election pursuant to this Section 12(a) may only satisfy his or her
withholding obligation with shares of Common Stock which are not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.
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(b) Notwithstanding the foregoing, in the case of any persons who are
required to file reports under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), no election to use shares for the
payment of withholding taxes shall be effective unless made in compliance with
any applicable requirements of Rule 16b-3 or any successor rule under the
Exchange Act.
(c) If the recipient of an Award under the Plan elects, in accordance
with Section 83(b) of the Internal Revenue Code of 1986, as amended (the
"Code") to recognize ordinary income in the year of acquisition of any shares
awarded under the Plan, the Company will require at the time of such election
an additional payment for withholding tax purposes based on the difference, if
any, between the purchase price of such shares and the fair market value of
such shares as of the date immediately preceding the date of the Award.
13. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) Effective Date. The Plan shall become effective when adopted by the
Board of Directors and approved by the Company's shareholders.
(b) Termination. Unless sooner terminated by the Board of Directors or
shareholders of the Company, the Plan shall terminate upon the earlier of (i)
the close of business on the day next preceding the tenth anniversary on the
date of its adoption by the Board of Directors, or (ii) the date on which all
shares available for issuance under the Plan shall have been issued pursuant to
the final vesting of Awards granted under the Plan. If the date of termination
is determined under (i) above, then Awards outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
instruments evidencing such Awards.
14. CHANGE IN CONTROL.
(a) Notwithstanding any provision to the contrary in this Plan, in the
event of a Change in Control (as defined below), all of the Company's rights to
repurchase outstanding shares issued to participants in the Plan prior to the
occurrence of such Change in Control shall cease and terminate as of the date
such Change in Control occurs; and such shares, from and after such date, shall
no longer be restricted by the provisions of Section 5 of the Plan.
(b) A "Change in Control" shall occur or be deemed to have occurred,
only if any of the following events occur: (i) any "person," as such term is
used in Sections 13(d) and 14(d) of the Exchange Act, (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or any corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act),
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directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the Company's then outstanding securities; (ii)
individuals who, as of December 12, 1990, constitute the Board of Directors of
the Company (as of the date hereof, the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
of election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; (iii) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (A) 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) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities; or (iv) the shareholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.
15. PROVISIONS FOR FOREIGN PARTICIPANTS.
The Board of Directors may, without amending the Plan, modify Awards
granted to participants who are foreign nationals or employed outside the
United States to recognize differences in tax, securities, currency laws,
rules, regulations or customs of such foreign jurisdictions.
16. INCORPORATION BY REFERENCE.
The Company is subject to the informational and reporting requirements
of Section 13, 14 and 15(d) of the Securities Exchange Act of 1934 and in
accordance therewith files reports, proxy statements and other information with
the Commission. The following documents, which are on file with the Commission,
are incorporated in this Prospectus by reference:
(a) The Company's (i) latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 or (ii) the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, which contains,
either directly or by
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incorporation by reference, certified financial statements for the Company's
latest fiscal year for which such statements have been filed or (iii) the
Company's effective registration statement on Form 10 filed under the Securities
Exchange Act of 1934 containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual reports or the prospectus referred to in (a) above.
(c) The Company's definitive proxy statement or information statement,
if any, filed pursuant to Section 14 of the Securities Exchange Act of 1934 in
connection with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection with any
subsequent special meetings of its stockholders.
(d) The description of the Common Stock and Rights which are contained
in registration statements filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
(e) Information as to stock options, including the amount outstanding,
exercises, prices and expiration dates, included in the Company's definitive
proxy statement, described in (c) above and which will be included in the
future either in the Company's proxy statements, annual reports or appendices
to the prospectus.
All reports and definitive proxy or information statements filed by the
Company pursuant to Section 13, 14 and 15(d) of the Exchange Act, which are
filed subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such reports and documents. For more
information about the Plan, and its administrators, please contact the
Director of Corporate Communications, One Technology Way, P.O. Box 9106,
Norwood, MA 02062-9106, telephone (617) 329-4700.
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ANALOG DEVICES, INC.
First Amendment to 1991 Restricted Stock Plan
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The 1991 Restricted Stock Plan of Analog Devices, Inc. (the "Plan"),
pursuant to Section 11 thereof, is hereby amended as follows:
1. Section 2(b) is hereby deleted in its entirety and replaced with the
following paragraph:
"(b) Grant of Awards to Directors and Officers. The selection of a
director or officer as a participant and the size of an Award to such director
or officer shall be determined by the Board of Directors, of which all members
acting in the matter, shall be "disinterested directors" (as hereinafter
defined) or by a committee of two or more disinterested persons. For the
purposes of the Plan, a director shall be deemed to be "disinterested" only if
such person qualifies as a "disinterested person" within the meaning of Rule
16b-3 as such term is interpreted from time to time."
The foregoing amendment shall take effect upon the approval by the
Board of Directors of Analog Devices, Inc. Except as so amended, the Plan shall
remain in full force and effect.
Adopted by the Board of Directors
September 16, 1991
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ANALOG DEVICES, INC.
Second Amendment to 1991 Restricted Stock Plan
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The 1991 Restricted Stock Plan of Analog Devices, Inc. (the "Plan"),
pursuant to Section 11 thereof, is hereby amended as follows:
Section 4 of the Plan is amended to increase the number of shares of
Analog Devices, Inc. Common Stock, $.16 2/3 par value per share, subject to the
Plan, so that as amended (and taking into account all stock splits and stock
dividends distributed through January 3, 1996), said Section 4 shall read as
follows:
"4. STOCK SUBJECT TO PLAN. Subject to adjustment as provided in Section
8 below, the maximum number of shares of Common Stock of the Company which may
be issued and sold under the Plan is 2,025,000 shares. Such shares may be (i)
authorized and unissued shares or (ii) issued and thereafter acquired by the
Company or (iii) subject to the requirements of 16b-3, tendered back to the
Company or withheld by the Company for tax withholding obligations pursuant to
Section 12. Any shares of Common Stock subject to an Award which are not
purchased by the recipient of the Award, or which are purchased by the
recipient of the Award but later repurchased by the Company in accordance with
the terms of the Award or the Plan, shall again be available for purposes of
the Plan."
The foregoing amendment shall take effect upon the date approved by the
Board of Directors, subject to ratification and approval by the stockholders of
Analog Devices, Inc. Except as so amended, the Plan shall remain in full force
and effect.
Adopted by the Board of Directors
December 6, 1995
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