EXHIBIT 99.2
STOCK OPTION CONFIRMING MEMORANDUM
GRANT OF NON-QUALIFIED STOCK OPTION
Private & Confidential (Addressee Only)
2006 STOCK INCENTIVE PLAN: GENERAL VERSION
Division: --- COMPANY CODE: --- VESTING CODE:
Location: --- PLAN CODE:
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 Analog Devices, Inc. (the "Company").
GRANT OF OPTION: This memorandum confirms that, subject to the terms and
conditions of the Analog Devices, Inc. 2006 Stock Incentive Plan (the "Plan"),
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: 99/99/9999
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
----------------------------------------------------------------------
Vesting Period #1 #,###
Vesting Period #2 #,###
Vesting Period #3 #,###
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 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. 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 become exercisable if the Optionee's employment
had not been terminated due to disability. Any Option Shares that are
exercisable upon disability prior to giving effect to this provision
shall continue to be exercisable over the remaining term of the
Option.
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 and subject to
such other terms and conditions contained in the Plan.
4. Any combination of the above methods.
NON-TRANSFERABILITY OF OPTION: Except as provided by will or the laws of
descent and distribution, this Option is personal and no rights granted
hereunder shall be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise), nor shall any such rights be subject
to execution, attachment or similar process.
ADJUSTMENT: This Option is subject to adjustment (including with respect to
vesting of the Option Shares) upon certain changes in the Company's common stock
and certain other events, including a Change in Control Event or a
Reorganization Event, as provided in Section 11 of the Plan.
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.analog.com/employee (from
Signals home page, click Knowledge Centers, Employee Stock Programs. The related
documents can be found in the right-hand column). 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