Exhibit 10.36

                          LINEAR TECHNOLOGY CORPORATION

                            INDEMNIFICATION AGREEMENT


         This Indemnification  Agreement ("Agreement") is entered into as of the
_____ day of _______________, 2000 by and between Linear Technology Corporation,
a   Delaware   corporation   (the   "Company")   and   _________________________
("Indemnitee").


                                    RECITALS

         A. The Company and  Indemnitee  recognize the  continued  difficulty in
obtaining liability insurance for its directors, officers, employees, agents and
fiduciaries,  the  significant  increases in the cost of such  insurance and the
general reductions in the coverage of such insurance.

         B.  The  Company  and  Indemnitee  further  recognize  the  substantial
increase in corporate  litigation in general,  subjecting  directors,  officers,
employees, agents and fiduciaries to expensive litigation risks at the same time
as the  availability  and  coverage of  liability  insurance  has been  severely
limited.

         C.  Indemnitee  does not regard the  current  protection  available  as
adequate under the present  circumstances,  and Indemnitee and other  directors,
officers, employees, agents and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection.

         D. The  Company  desires to attract  and retain the  services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce  Indemnitee  to  continue to provide  services  to the  Company,
wishes  to  provide  for  the  indemnification  and  advancing  of  expenses  to
Indemnitees to the maximum extent permitted by law.

         E. In view of the  considerations  set forth above, the Company desires
that Indemnitee be indemnified by the Company as set forth herein.

         NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

         1.       Indemnification.

                  (a)  Indemnification of Expenses.  The Company shall indemnify
to the fullest  extent  permitted  by law if  Indemnitee  was or is or becomes a
party to or  witness or other  participant  in, or are  threatened  to be made a
party  to or  witness  or other  participant  in,  any  threatened,  pending  or
completed action, suit,  proceeding or alternative dispute resolution mechanism,
or any hearing,  inquiry or investigation  that Indemnitee in good faith believe
might  lead  to  the  institution  of  any  such  action,  suit,  proceeding  or
alternative   dispute   resolution


<PAGE>

mechanism,  whether  civil,  criminal,  administrative,  investigative  or other
(hereinafter  a "Claim")  by reason of (or  arising in part out of) any event or
occurrence  related to the fact that  Indemnitee is or was a director,  officer,
employee,  agent or fiduciary of the Company,  or any subsidiary of the Company,
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action or inaction on the part of
Indemnitee while serving in such capacity (hereinafter an "Indemnifiable Event")
against any and all  expenses  (including  attorneys'  fees and all other costs,
expenses and obligations  incurred in connection with investigating,  defending,
being a witness in or  participating  in (including on appeal),  or preparing to
defend,  be a witness in or participate in, any such action,  suit,  proceeding,
alternative dispute resolution  mechanism,  hearing,  inquiry or investigation),
judgments,  fines,  penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company,  which approval shall not be unreasonably
withheld) of such Claim and any federal,  state,  local or foreign taxes imposed
on Indemnitees as a result of the actual or deemed receipt of any payments under
this Agreement (collectively,  hereinafter "Expenses"),  including all interest,
assessments  and other charges paid or payable in connection  with or in respect
of such Expenses.  Such payment of Expenses shall be made by the Company as soon
as  practicable  but in any event no later than twenty days after written demand
by Indemnitees therefor is presented to the Company.

                  (b) Reviewing Party.  Notwithstanding  the foregoing,  (i) the
obligations  of the Company under Section 1(a) shall be subject to the condition
that the  Reviewing  Party (as described in Section 10(e) hereof) shall not have
determined (in a written  opinion,  in any case in which the  Independent  Legal
Counsel  referred to in Section 1(c) hereof is involved) that  Indemnitee  would
not be permitted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an advance payment of Expenses to Indemnitee  pursuant to
Section 2(a) (an "Expense  Advance") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be  reimbursed  by  Indemnitee  (who hereby agree to  reimburse  the
Company) for all such  amounts  theretofore  paid;  provided,  however,  that if
Indemnitee has commenced or thereafter  commence legal proceedings in a court of
competent  jurisdiction  to secure a  determination  that  Indemnitee  should be
indemnified under applicable law, any determination  made by the Reviewing Party
that Indemnitee  would not be permitted to be indemnified  under  applicable law
shall not be binding  and  Indemnitee  shall not be required  to  reimburse  the
Company for any Expense  Advance until a final  judicial  determination  is made
with  respect  thereto  (as to which all  rights of appeal  therefrom  have been
exhausted or lapsed).  The Indemnitee's  obligation to reimburse the Company for
any Expense Advance shall be unsecured and no interest shall be charged thereon.
If there has not been a Change in Control (as defined in Section 10(c)  hereof),
the Reviewing  Party shall be selected by the Board of  Directors,  and if there
has been such a Change in Control (other than a Change in Control which has been
approved by a majority of the Company's  Board of Directors  who were  directors
immediately  prior to such Change in Control),  the Reviewing Party shall be the
Independent  Legal Counsel referred to in Section 1(c) hereof. If there has been
no  determination  by the Reviewing Party or if the Reviewing  Party  determines
that Indemnitee  substantively would not be permitted to be indemnified in whole
or in part under  applicable  law,  Indemnitee  shall have the right to commence
litigation seeking an initial determination by the court or challenging


                                      -2-

<PAGE>

any such  determination by the Reviewing Party or any aspect thereof,  including
the legal or factual bases therefor,  and the Company hereby consents to service
of  process  and to  appear in any such  proceeding.  Any  determination  by the
Reviewing  Party  otherwise  shall be conclusive  and binding on the Company and
Indemnitee.

                  (c) Change in Control.  The Company  agrees that if there is a
Change in Control of the Company  (other than a Change in Control which has been
approved by a majority of the Company's  Board of Directors  who were  directors
immediately  prior to such Change in Control) then,  with respect to all matters
thereafter  arising concerning the rights of Indemnitees to payments of Expenses
and Expense  Advances under this  Agreement or any other  agreement or under the
Company's  Certificate of Incorporation or Bylaws as now or hereafter in effect,
Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected
by  Indemnitees  and  approved  by the  Company  (which  approval  shall  not be
unreasonably  withheld).  Such  counsel,  among other  things,  shall render its
written  opinion to the Company and  Indemnitee as to whether and to what extent
Indemnitee  would be permitted to be  indemnified  under  applicable law and the
Company  agrees  to  abide  by  such  opinion.  The  Company  agrees  to pay the
reasonable fees of the Independent  Legal Counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorneys' fees),
claims,  liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.

                  (d) Mandatory Payment of Expenses.  Notwithstanding  any other
provision  of this  Agreement  other than  Section 8 hereof,  to the extent that
Indemnitee has been  successful on the merits or otherwise,  including,  without
limitation,  the  dismissal of an action  without  prejudice,  in defense of any
action, suit,  proceeding,  inquiry or investigation referred to in Section 1(a)
hereof or in the defense of any claim, issue or matter therein, Indemnitee shall
be  indemnified  against all  Expenses  incurred  by  Indemnitee  in  connection
therewith.

         2.       Expenses; Indemnification Procedure.

                  (a)  Advancement  of Expenses.  The Company  shall advance all
Expenses incurred by Indemnitee. The advances to be made hereunder shall be paid
by the Company to  Indemnitee as soon as  practicable  but in any event no later
than twenty days after written demand by Indemnitee therefor to the Company.

                  (b)  Notice/Cooperation by Indemnitee.  Indemnitee shall, as a
condition   precedent  to  Indemnitee's  right  to  be  indemnified  under  this
Agreement,  give the  Company  notice in writing as soon as  practicable  of any
Claim made against Indemnitee for which  indemnification will or could be sought
under this  Agreement.  Notice to the  Company  shall be  directed  to the Chief
Executive  Officer of the Company at the address shown on the signature  page of
this Agreement (or such other address as the Company shall  designate in writing
to Indemnitee). In addition,  Indemnitee shall give the Company such information
and cooperation as it may reasonably require and as shall be within Indemnitee's
power.

                  (c) No  Presumptions;  Burden of Proof.  For  purposes of this
Agreement, the termination of any Claim by judgment,  order, settlement (whether
with  or  without  court


                                      -3-

<PAGE>

approval) or conviction,  or upon a plea of nolo contendere,  or its equivalent,
shall not  create a  presumption  that  Indemnitee  did not meet any  particular
standard of conduct or have any particular belief or that a court has determined
that  indemnification  is not permitted by applicable law. In addition,  neither
the failure of the Reviewing  Party to have made a  determination  as to whether
Indemnitee  has met any  particular  standard  of conduct or had any  particular
belief,  nor an actual  determination by the Reviewing Party that Indemnitee has
not met such  standard  of  conduct  or did not have such  belief,  prior to the
commencement   of  legal   proceedings   by  Indemnitee  to  secure  a  judicial
determination  that Indemnitee should be indemnified under applicable law, shall
be a defense to Indemnitee's  claim or create a presumption  that Indemnitee has
not met any  particular  standard  of  conduct  or did not have  any  particular
belief. In connection with any determination by the Reviewing Party or otherwise
as to whether Indemnitee is entitled to be indemnified hereunder,  the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.

                  (d) Notice to Insurers.  If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 2(b) hereof,  the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt  notice of the  commencement  of such Claim to the insurers in accordance
with the  procedures  set forth in the  respective  policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee,  all amounts payable as a result of such action,  suit,
proceeding,  inquiry  or  investigation  in  accordance  with the  terms of such
policies.

                  (e)  Selection of Counsel.  In the event the Company  shall be
obligated  hereunder  to pay the  Expenses of any Claim,  the  Company  shall be
entitled  to  assume  the  defense  of  such  Claim  with  counsel  approved  by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the  Company,  the  Company  will not be  liable  to  Indemnitee  under  this
Agreement  for any fees of counsel  subsequently  incurred  by  Indemnitee  with
respect to the same Claim; provided that, (i) Indemnitee shall have the right to
employ Indemnitee's  counsel in any such Claim at Indemnitee's  expense and (ii)
if (A) the employment of counsel by Indemnitee has been previously authorized by
the Company,  (B)  Indemnitee  shall have  reasonably  concluded that there is a
conflict of interest  between the Company and  Indemnitee  in the conduct of any
such  defense,  or (C) the Company  shall not continue to retain such counsel to
defend such Claim,  then the fees and expenses of Indemnitee's  counsel shall be
at the expense of the Company.  The Company shall have the right to conduct such
defense as it sees fit in its sole discretion, including the right to settle any
claim against Indemnitee without the consent of the Indemnitee.

         3.       Additional Indemnification Rights; Nonexclusivity.

                  (a) Scope.  The Company hereby agrees to indemnify  Indemnitee
to  the   fullest   extent   permitted   by  law,   notwithstanding   that  such
indemnification  is not specifically  authorized by the other provisions of this
Agreement,  the Company's Certificate of Incorporation,  the Company's Bylaws or
by statute.  In the event of any change after the date of this  Agreement in any
applicable  law,  statute  or  rule  which  expands  the  right  of  a  Delaware
corporation  to


                                      -4-

<PAGE>

indemnify a member of its Board of Directors or an officer,  employee,  agent or
fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits afforded by such change. In the event of any
change in any  applicable  law,  statute  or rule which  narrows  the right of a
Delaware  corporation  to  indemnify  a member of its Board of  Directors  or an
officer,  employee, agent or fiduciary, such change, to the extent not otherwise
required  by such law,  statute or rule to be applied to this  Agreement,  shall
have  no  effect  on this  Agreement  or the  parties'  rights  and  obligations
hereunder except as set forth in Section 8(a) hereof.

                  (b)  Nonexclusivity.  The  indemnification  provided  by  this
Agreement shall be in addition to any rights to which Indemnitee may be entitled
under the Company's Certificate of Incorporation, its Bylaws, any agreement, any
vote of stockholders or disinterested  directors, the General Corporation Law of
the State of Delaware,  or otherwise.  The  indemnification  provided under this
Agreement shall continue as to Indemnitee for any action  Indemnitee took or did
not take while serving in an  indemnified  capacity even though  Indemnitee  may
have ceased to serve in such capacity.

         4. No  Duplication  of Payments.  The Company shall not be liable under
this  Agreement  to make any payment in  connection  with any Claim made against
Indemnitee to the extent  Indemnitee  has otherwise  actually  received  payment
(under any insurance policy,  Certificate of Incorporation,  Bylaw or otherwise)
of the amounts otherwise indemnifiable hereunder.

         5.  Partial  Indemnification.  If  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of Expenses incurred in connection with any Claim, but not, however, for
all of the total  amount  thereof,  the  Company  shall  nevertheless  indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

         6. Mutual  Acknowledgment.  Both the Company and Indemnitee acknowledge
that in certain instances,  Federal law or applicable public policy may prohibit
the Company from  indemnifying  its directors,  officers,  employees,  agents or
fiduciaries  under this  Agreement  or  otherwise.  Indemnitee  understands  and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange  Commission to submit the question of
indemnification  to a court in certain  circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.

         7. Liability Insurance.  The Company shall, from time to time, make the
good faith  determination  whether or not it is  practicable  for the Company to
obtain and maintain a policy or policies of insurance with  reputable  insurance
companies  providing the officers and directors of the Company with coverage for
losses  from  wrongful  acts,  or to ensure  the  Company's  performance  of its
indemnification  obligations under this Agreement.  Among other  considerations,
the Company will weigh the costs of obtaining  such insurance  coverage  against
the  protection  afforded by such  coverage.  In all policies of directors'  and
officers' liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide  Indemnitee the same rights and benefits as are accorded to
the most  favorably  insured of the  Company's


                                      -5-

<PAGE>

directors,  if  Indemnitee  is a  director;  or of the  Company's  officers,  if
Indemnitee  is not a  director  of the  Company  but  is an  officer;  or of the
Company's  key  employees,  if Indemnitee is not an officer or director but is a
key  employee.   Notwithstanding  the  foregoing,  the  Company  shall  have  no
obligation  to obtain or maintain  such  insurance if the Company  determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are  disproportionate to the amount of coverage provided,  if
the  coverage  provided  by such  insurance  is limited by  exclusions  so as to
provide  an  insufficient  benefit,  or if  Indemnitee  is  covered  by  similar
insurance maintained by a subsidiary or parent of the Company.

         8.   Exceptions.   Any  other   provision   herein   to  the   contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

                  (a) Excluded Action or Omissions.  To indemnify Indemnitee for
Expenses resulting from acts,  omissions or transactions for which Indemnitee is
prohibited  from  receiving  indemnification  under this Agreement or applicable
law;

                  (b) Claims  Initiated by  Indemnitee.  To indemnify or advance
expenses to Indemnitee with respect to Claims  initiated or brought  voluntarily
by Indemnitee  and not by way of defense,  except (i) with respect to actions or
proceedings  brought to  establish or enforce a right to  indemnification  under
this Agreement or any other agreement or insurance policy or under the Company's
Certificate of  Incorporation  or Bylaws now or hereafter in effect  relating to
Claims  for  Indemnifiable  Events,  (ii) in  specific  cases  if the  Board  of
Directors  has approved the  initiation  or bringing of such Claim,  or (iii) as
otherwise  required under Section 145 of the Delaware  General  Corporation Law,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification,  advance expense payment or insurance recovery, as the case may
be;

                  (c)  Lack of  Good  Faith.  To  indemnify  Indemnitee  for any
expenses  incurred by Indemnitee  with respect to any  proceeding  instituted by
Indemnitee  to enforce or  interpret  this  Agreement,  if a court of  competent
jurisdiction  determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous; or

                  (d) Claims Under Section  16(b).  To indemnify  Indemnitee for
expenses  and the  payment  of profits  arising  from the  purchase  and sale by
Indemnitee  of  securities  in  violation  of  Section  16(b) of the  Securities
Exchange Act of 1934, as amended, or any similar successor statute.

         9. Period of Limitations. No legal action shall be brought and no cause
of  action  shall  be  asserted  by or in  the  right  of  the  Company  against
Indemnitee,  Indemnitee's estate,  spouse, heirs, executors or personal or legal
representatives  after the  expiration  of two years from the date of accrual of
such cause of action,  and any claim or cause of action of the Company  shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action  within such  two-year  period;  provided,  however,  that if any shorter
period of limitations is otherwise  applicable to any such cause of action, such
shorter period shall govern.


                                      -6-

<PAGE>

         10. Construction of Certain Phrases.

                  (a)  For  purposes  of  this  Agreement,   references  to  the
"Company"  shall  include,  in  addition  to  the  resulting  corporation,   any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its  directors,  officers,  employees,
agents or  fiduciaries,  so that if  Indemnitee  is or was a director,  officer,
employee,  agent or  fiduciary  of such  constituent  corporation,  or is or was
serving at the request of such constituent  corporation as a director,  officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise,  Indemnitee shall stand in the
same  position  under the  provisions  of this  Agreement  with  respect  to the
resulting or surviving corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.

                  (b) For  purposes  of this  Agreement,  references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include any excise  taxes  assessed on  Indemnitee  with  respect to an employee
benefit plan;  and  references to "serving at the request of the Company"  shall
include any service as a director,  officer, employee, agent or fiduciary of the
Company  which  imposes  duties on, or  involves  services  by,  such  director,
officer,  employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries; and if Indemnitee acted in good faith and
in a  manner  Indemnitee  reasonably  believed  to be in  the  interest  of  the
participants and beneficiaries of an employee benefit plan,  Indemnitee shall be
deemed to have  acted in a manner  "not  opposed  to the best  interests  of the
Company" as referred to in this Agreement.

                  (c) For purposes of this Agreement a "Change in Control" shall
be deemed to have occurred if, on or after the date of this  Agreement,  (i) any
"person"  (as such term is used in  Sections  13(d) and 14(d) of the  Securities
Exchange  Act of 1934,  as  amended),  other than a trustee  or other  fiduciary
holding  securities under an employee benefit plan of the Company acting in such
capacity or a corporation  owned directly or indirectly by the  stockholders  of
the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said
Act),  directly or indirectly,  of securities of the Company  representing  more
than 50% of the total voting power represented by the Company's then outstanding
Voting Securities,  (ii) during any period of two consecutive years, individuals
who at the  beginning  of such period  constitute  the Board of Directors of the
Company  and any new  director  whose  election  by the  Board of  Directors  or
nomination for election by the Company's  stockholders was approved by a vote of
at least two thirds (2/3) of the directors  then still in office who either were
directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so  approved,  cease for any reason to  constitute  a
majority  thereof,  or (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other  corporation  other than 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) at least 80% of the total  voting  power  represented  by the
Voting   Securities  of  the  Company  or  such  surviving  entity   outstanding
immediately  after such  merger or


                                      -7-

<PAGE>

consolidation,  or the  stockholders  of the Company  approve a plan of complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company  of (in one  transaction  or a series of  related  transactions)  all or
substantially all of the Company's assets.

                  (d)  For  purposes  of  this  Agreement,   "Independent  Legal
Counsel"  shall mean an attorney or firm of  attorneys,  selected in  accordance
with the  provisions  of  Section  1(c)  hereof,  who shall  not have  otherwise
performed  services for the Company or  Indemnitees  within the last three years
(other than with respect to matters  concerning the rights of Indemnitees  under
this Agreement, or of other indemnitees under similar indemnity agreements).

                  (e) For purposes of this Agreement,  a "Reviewing Party" shall
mean any  appropriate  person or body  consisting  of a member or members of the
Company's  Board of Directors or any other person or body appointed by the Board
of Directors who is not a party to the particular Claim for which Indemnitee are
seeking indemnification, or Independent Legal Counsel.

                  (f) For purposes of this Agreement,  "Voting Securities" shall
mean any  securities  of the  Company  that vote  generally  in the  election of
directors.

         11.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, each of which shall constitute an original.

         12. Binding  Effect;  Successors and Assigns.  This Agreement  shall be
binding  upon and inure to the  benefit  of and be  enforceable  by the  parties
hereto  and  their  respective  successors,  assigns,  including  any  direct or
indirect  successor by purchase,  merger,  consolidation  or otherwise to all or
substantially all of the business and/or assets of the Company,  spouses, heirs,
and personal and legal representatives.  The Company shall require and cause any
successor  (whether  direct or indirect by purchase,  merger,  consolidation  or
otherwise) to all,  substantially  all, or a  substantial  part, of the business
and/or  assets  of the  Company,  by  written  agreement  in form and  substance
satisfactory  to  Indemnitee,  expressly  to assume  and agree to  perform  this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform if no such succession had taken place.  This Agreement shall
continue  in effect with  respect to Claims  relating  to  Indemnifiable  Events
regardless  of whether  Indemnitee  continues  to serve as a director,  officer,
employee,  agent or fiduciary of the Company or of any other  enterprise  at the
Company's request.

         13.  Attorneys'  Fees.  In the event that any action is  instituted  by
Indemnitee  under  this  Agreement  or under any  liability  insurance  policies
maintained  by the Company to enforce or  interpret  any of the terms  hereof or
thereof,  Indemnitee  shall be  entitled  to be paid all  Expenses  incurred  by
Indemnitee  with respect to such action,  regardless  of whether  Indemnitee  is
ultimately  successful in such action,  and shall be entitled to the advancement
of Expenses  with respect to such action,  unless,  as a part of such action,  a
court of competent  jurisdiction  over such action  determines  that each of the
material  assertions  made by Indemnitee as a basis for such action was not made
in good faith or was  frivolous.  In the event of an action  instituted by or in
the name of the Company under this  Agreement to enforce or interpret any of the
terms of this


                                      -8-

<PAGE>

Agreement,  Indemnitee  shall be  entitled to be paid all  Expenses  incurred by
Indemnitee in defense of such action (including costs and expenses incurred with
respect to Indemnitee's counterclaims and cross-claims made in such action), and
shall be entitled to the  advancement  of Expenses  with respect to such action,
unless,  as a part of such action, a court having  jurisdiction over such action
determines that each of Indemnitee's  material  defenses to such action was made
in bad faith or was frivolous.

         14. Notice. All notices and other communications  required or permitted
hereunder shall be in writing,  shall be effective when given,  and shall in any
event be deemed to be given (a) five (5) days after deposit with the U.S. Postal
Service or other  applicable  postal service,  if delivered by first class mail,
postage prepaid,  (b) upon delivery,  if delivered by hand, (c) one business day
after the  business day of deposit  with  Federal  Express or similar  overnight
courier,  freight prepaid,  or (d) one day after the business day of delivery by
facsimile  transmission,  if delivered by facsimile  transmission,  with copy by
first class mail, postage prepaid,  and shall be addressed if to Indemnitee,  at
the  Indemnitee's  address as set forth beneath  Indemnitee's  signature to this
Agreement  and if to the  Company  at the  address  of its  principal  corporate
offices  (attention:  Secretary)  or at such  other  address  as such  party may
designate by ten days' advance written notice to the other party hereto.

         15. Consent to  Jurisdiction.  The Company and  Indemnitee  each hereby
irrevocably  consent to the  jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and agree that any action  instituted  under this
Agreement  shall be commenced,  prosecuted  and  continued  only in the Court of
Chancery  of the State of Delaware  in and for Kent  County,  which shall be the
exclusive and only proper forum for adjudicating such a claim.

         16.  Severability.  The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including,  without limitations,  each portion of this Agreement containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself invalid,  void or unenforceable)  shall be construed so as to give effect
to  the  intent   manifested   by  the  provision   held  invalid,   illegal  or
unenforceable.

         17.  Choice  of  Law.  This  Agreement  shall  be  governed  by and its
provisions  construed and enforced in  accordance  with the laws of the State of
Delaware,  as applied to contracts between Delaware residents,  entered into and
to be performed  entirely  within the State of Delaware,  without  regard to the
conflict of laws principles thereof.

         18.  Subrogation.  In the event of payment  under this  Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee who shall execute all documents  required and shall do
all acts that may be  necessary  to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.


                                      -9-

<PAGE>

         19. Amendment and Termination. No amendment, modification,  termination
or  cancellation  of this Agreement  shall be effective  unless it is in writing
signed by both the parties  hereto.  No waiver of any of the  provisions of this
Agreement shall be deemed or shall  constitute a waiver of any other  provisions
hereof  (whether or not similar)  nor shall such waiver  constitute a continuing
waiver.

         20.  Integration  and Entire  Agreement.  This Agreement sets forth the
entire  understanding  between the parties  hereto and supersedes and merges all
previous  written  and  oral  negotiations,   commitments,   understandings  and
agreements relating to the subject matter hereof between the parties hereto.

         21. No Construction as Employment Agreement.  Nothing contained in this
Agreement  shall be construed as giving  Indemnitee  any right to be retained in
the employ of the Company or any of its subsidiaries.


                                      -10-

<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                      LINEAR TECHNOLOGY CORPORATION
                                      a Delaware corporation


                                      By:
                                          --------------------------------------

                                      Title:
                                             -----------------------------------



                                      AGREED TO AND ACCEPTED BY:


                                      ------------------------------------------

                                      Address:
                                               ---------------------------------

                                      ------------------------------------------

                                      ------------------------------------------


                                      -11-