exhibit10-57.htm


    
      

      

    

     

    LINEAR
TECHNOLOGY CORPORATION

     

    ROBERT
H. SWANSON, JR.

     

    SECOND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     

    This
Robert H. Swanson, Jr. Second Amended and Restated Employment Agreement (the
“Agreement”) is entered into as of November 5, 2008 (the “Effective Date”) by
and between Linear Technology Corporation (the “Company”) and Robert H. Swanson,
Jr. (“Executive”).

     

    WHEREAS,
Executive and the Company executed the Robert H. Swanson, Jr. Employment
Agreement in January 2002 (the “Initial Employment Agreement”);

     

    WHEREAS,
Executive has since resigned from his employment as Chief Executive Officer of
the Company, but at the request of the Board of Directors of the Company (the
“Board”) pursuant to Section 3(f) of the Initial Employment Agreement, has
agreed to remain Executive Chairman of the Board;

     

    WHEREAS,
Executive and the Company executed the Robert H. Swanson, Jr. Amended and
Restated Employment Agreement on October 18, 2005 (the “Amended Employment
Agreement”); and

     

    WHEREAS,
Executive and the Company desire to revise the Amended Employment Agreement to
comply with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) (as it has been and may be amended from time to
time) and the final regulations and any guidance promulgated thereunder
(together, “Section 409A”).

     

    NOW,
THEREFORE, in consideration of their mutual promises and intending to be legally
bound, the parties agree as follows:

     

    1. Duties and Scope of
Employment.

     

    (a) Positions; Agreement
Commencement Date; Duties.  Following the Effective Date,
Executive shall continue to serve as Executive Chairman of the Board, reporting
to the Board.  The period of Executive’s employment hereunder is
referred to herein as the “Employment Term.”  During the Employment
Term, Executive shall render such business and professional services in the
performance of his duties, consistent with Executive’s position within the
Company, as shall reasonably be assigned to him by the Board.

     

    (b) Obligations.  During
the Employment Term, Executive shall devote his business efforts and time to the
Company two to three days per week.  Executive agrees, during the
Employment Term, not to actively engage in any other employment, occupation or
consulting activity for any direct or indirect remuneration without the approval
of the Board that would result in a conflict of interest with the Company’s
business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. At-Will
Employment.  Executive and the Company understand and
acknowledge that Executive’s employment with the Company constitutes “at-will”
employment.  Subject to the Company’s obligation to provide severance
benefits as specified herein, Executive and the Company acknowledge that this
employment relationship may be terminated at any time, upon written notice to
the other party, with or without good cause or for any or no cause, at the
option either of the Company or Executive.

     

    3. Compensation.

     

    (a) Base
Salary.  While employed by the Company, the Company shall pay
the Executive as compensation for his services $425,000 (the “Base Salary”),
divided by 365, and multiplied by each full day of service he performs as
Executive Chairman of the Board.  Such salary shall be paid
periodically in accordance with normal Company payroll practices and subject to
the usual, required withholding.  Executive’s Base Salary shall be
reviewed annually by the Compensation Committee of the Board (the “Committee”)
for possible adjustments in light of Executive’s performance and competitive
data.

     

    (b) Bonuses.  Executive
shall be eligible to earn a bonus under the Company’s 1996 Senior Executive
Bonus Plan as specified by the Committee and will also be eligible to
participate in the Key Employee Incentive Bonus Plan or any successor bonus
plans to such plans (collectively, the “Bonus Plans”).  Executive’s
target bonus (the “Target Bonus”) for any six-month period will be his target
bonus for the previous six-month period increased or decreased by the same
percentage the total bonus pool for the Bonus Plans for the six-month period in
question increased or decreased compared to the previous six-month
period.  By way of example only, if Executive’s Target Bonus for the
first six-month period of a particular year is $1,000,000 and the total bonus
pool for the Bonus Plans for the second six-month period of such year increases
by 10% over the total bonus pool for the Bonus Plans for the first six-month
period of such year, then Executive’s Target Bonus for second six-month period
would be $1,100,000.  Executive’s actual bonus for any particular
period will equal the actual bonus to which he would have otherwise been
entitled for such period divided by 365, and multiplied by each full day of
service he performs for the Company as Executive Chairman of the Board during
such period, or alternatively in such lesser amount as the Committee deems
appropriate, but in no event more than 50% of the Target Bonus for any relevant
period.  Any such bonus will be paid promptly following the
determination of whether and to what extent that it has been earned, but in no
event after the later of (i) March 15 of the calendar year following the
calendar year in which such determination is made and no longer subject to a
substantial risk of forfeiture, or (ii) two and one-half months following the
end of the fiscal year of the Company in which such determination is made and no
longer subject to a substantial risk of forfeiture.

     

    (c) Benefits.  During
the Employment Term, Executive shall be eligible to participate in the employee
benefit plans maintained by the Company that are applicable to other senior
management to the full extent provided for under those plans, including health
and other welfare plan participation, use of the Company airplane and pilot(s)
as set forth in Section 3(d) hereof, office space and secretary, but
excluding participation in any Company employee stock purchase plan intended to
qualify under Section 423 of the Code, and any Company 401(k) plan and any
benefits and perquisites where continuing Executive’s participation would be
either (i) contrary to statute or regulation, or (ii) highly
impractical.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Use of Company
Airplane.  During the Employment Term, Executive shall be
permitted to use, for personal purposes, the Company airplane and pilot(s), for
up to 35% of the available flight time in any year; provided, however, that such
use shall be subject to the Company’s reasonable policies and airplane usage
requirements.  Executive shall be fully grossed-up for any imputed
taxable income recognized by virtue of such use so that the net effect to
Executive is the same as if there was no imputed income.  Executive
will receive such payments no later than the end of the calendar year following
the calendar year in which Executive remits the applicable taxes to the relevant
tax authorities.

     

    (e) Severance Prior to a Change
of Control.

     

    (i) Voluntary Termination for
Good Reason; Involuntary Termination Other Than for Cause.  If,
prior to a Change of Control (as defined herein), Executive’s tenure as
Executive Chairman of the Board, terminates due to (i) a voluntary
termination for “Good Reason” (as defined herein) where the grounds for the Good
Reason are not cured by the Company within 30 days following receipt of written
notice specifying the grounds from Executive, or (ii) an involuntary
termination by the Company other than for “Cause” (as defined herein), then,
subject to Section 5, Executive executing and not revoking a standard form of
mutual release of claims with the Company and not breaching the terms of
Section 12 hereof, (i) all of Executive’s Company stock options
(together with other rights to purchase or receive Company common stock) and
restricted stock (including restricted stock units and similar awards) shall
immediately accelerate vesting as to 100% of the then unvested amount of such
award; (ii) Executive shall receive continued payments of severance pay for
12 months following the date of such termination at a rate equal to
(A) Executive’s annual Base Salary rate as in effect on the date of such
termination, plus (B) two times the average of his Target Bonus for the four
six-month bonus periods prior to the date of such termination (which amount
related to the average Target Bonus will be payable in equal installments over
such 12-month period), in each case, as if Executive had performed services as
Executive Chairman of the Board on a full-time basis with no limitation on the
amount of his actual compensation (e.g., Executive’s bonus would not be limited
to 50% of his Target Bonus for any particular period)), less applicable
withholding and payable in accordance with the Company’s standard payroll
practices (the “Severance Payment”); (iii) the Company shall reimburse
Executive for premiums paid for continued health and dental benefits for
Executive and his covered dependents for the lesser of (A) 18 months from the
date of Executive’s termination of employment, payable when such premiums are
due (provided Executive validly elects to continue coverage under the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (B)  the date
upon which Executive and his covered dependents are covered by similar plans of
Executive’s new employer (the “COBRA Coverage”).

     

    For
purposes of this Agreement, “Cause” shall mean (i) an act of personal
dishonesty taken by Executive in connection with his responsibilities hereunder
and intended to result in substantial personal enrichment of Executive;
(ii) Executive being convicted of, or plea of nolo contendere to, a felony;
(iii) a willful act by Executive which constitutes gross misconduct and
which is injurious to the Company; and (iv) following delivery to Executive
of a written demand for performance from the Company which describes the basis
for the Company’s reasonable belief that Executive has not substantially
performed his duties, continued violations by Executive of Executive’s
obligations to the Company which are demonstrably willful and deliberate on
Executive’s part.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    For
purposes of this Agreement, “Good Reason” means, without Executive’s express
consent, (i) a material reduction of Executive’s duties, title, authority
or responsibilities, relative to Executive’s duties, title, authority or
responsibilities as in effect immediately prior to such reduction, or the
assignment to Executive of such reduced duties, title, authority or
responsibilities; (ii) a material reduction, of the facilities and
perquisites (including office space and location) available to Executive
immediately prior to such reduction, other than a reduction generally applicable
to all senior management of the Company; (iii) a reduction by the Company
in the Base Salary of Executive as in effect immediately prior to such
reduction; (iv) a material reduction by the Company in the aggregate level
of employee benefits, including Target Bonuses, to which Executive was entitled
immediately prior to such reduction with the result that Executive’s aggregate
benefits package is materially reduced (other than a reduction that generally
applies to Company employees); (v) the relocation of Executive to a
facility or a location more than 35 miles from Executive’s then present
location); or (vi) any act or set of facts or circumstances which would,
under California case law or statute constitute a constructive termination of
Executive; provided, however, that Executive agrees that Executive’s transition
from Chief Executive Officer and Chairman of the Board to Chairman pursuant to
Section 3(f) of the Initial Employment Agreement and the related reductions
in pay, responsibilities and the like did not constitute Good
Reason.

     

    Executive
shall not be required to mitigate the value of any severance benefits
contemplated by this Agreement, nor shall any such benefits be reduced by any
earnings or benefits that the Executive may receive from any other source;
provided, however, that if Executive receives severance benefits hereunder, he
expressly waives the right to receive severance benefits under any other
severance plan or policy of the Company.

     

    (ii) Voluntary Termination Other
than for Good Reason; Involuntary Termination for
Cause.  Except as provided otherwise in Sections 3(g)
hereof, in the event Executive terminates his employment voluntarily other than
for Good Reason or is involuntarily terminated by the Company for Cause, then
all vesting of Executive’s stock options (together with other rights to purchase
or receive Company common stock) and restricted stock (including restricted
stock units and similar awards) shall terminate immediately and all payments of
compensation by the Company to Executive hereunder shall immediately terminate
(except as to amounts already earned).

     

    (f) Change of Control
Benefits.  In the event of a “Change of Control” (as defined
herein), Executive shall receive the benefits specified in Section 3(e)(i) above
(including 100% vesting acceleration); provided that the Severance Payment shall
be payable in a lump-sum within five days following the Change of Control and
the COBRA Coverage shall be extended to Executive upon any subsequent
termination of his employment, whether or not for Cause or Good Reason, subject
to Section 5.  In the event Executive’s tenure as Executive Chairman
of the Board terminates following a Change of Control, for any or no reason,
including pursuant to Section 3(g) hereof, Executive shall not be entitled to
any additional compensation (excepts as to amounts already earned and payments
and benefits due pursuant to Section 3(e)).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    For
purposes of this Agreement, “Change of Control” shall mean the occurrence of any
of the following events:

     

    (i) Change in Ownership of the
Company.  A change in the ownership of the Company, which is
deemed to occur on the date that any one person, or more than one person acting
as a group (“Person”), acquires ownership of the stock of the Company that,
together with the stock held by such Person, constitutes more than 50% of the
total voting power of the stock of the Company; or

     

    (ii) Change in Effective Control
of the Company.  A change in the effective control of the
Company, which is deemed to occur on the date that a majority of members of the
Board is replaced during any 12-month period by directors whose appointment or
election was not endorsed by a majority of the members of the Board prior
to the date of the appointment or election.  For purposes of this
clause (ii), if any Person is considered to be in effective control of the
Company, the acquisition of additional control of the Company by the same Person
will not be considered a Change of Control; or

     

    (iii) Change in Ownership of a
Substantial Portion of the Company’s
Assets.  A change in the ownership of a substantial portion of
the Company’s assets, which is deemed to occur on the date that any Person
acquires (either is one transaction or in multiple transactions over the
12-month period ending on the date of the most recent acquisition by such person
or persons) assets from the Company that have a total gross fair market value
equal to or more than 50% of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or
acquisitions.  For purposes of this subsection (iii), gross fair
market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets.

     

    For
purposes of the above sections, persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.

     

    Notwithstanding
the foregoing provisions of this definition, a transaction will not be deemed a
Change of Control unless the transaction qualifies as a “change in control
event” within the meaning of Section 409A.

     

    (g) Voluntary Termination when
Executive is 65 or Older.  In the event that on or after his
65th birthday, Executive (i) voluntarily terminates as Executive Chairman
of the Board, and, (ii) if he is then employed by the Company, voluntarily
terminates such employment, then Executive shall receive the same benefits as if
such voluntary termination was a voluntary termination for Good Reason, which
will entitle him to severance benefits under Section 3(e)(i), and, if
applicable, paid and provided as set forth in Section 3(f).

     

    4. Death or Total Disability of
Executive.

     

    (a) Death.  Upon
Executive’s death while Executive is an employee or consultant of the Company,
then (i) employment hereunder shall automatically terminate; (ii) all
of Executive’s Company stock options (together with other rights to purchase or
receive Company common stock) and restricted stock (including restricted stock
units and similar awards) shall immediately accelerate vesting as to 50% of the
then unvested amount of such award, and all subsequent vesting of Executive’s
stock options (together with other rights to purchase or receive Company common
stock) and restricted stock (including restricted stock units and similar
awards) shall terminate immediately; and (iii) all payments of compensation
by the Company to Executive hereunder shall immediately terminate (except as to
amounts already earned).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Disability.  Upon
Executive’s becoming permanently and totally disabled (as defined in accordance
with Code Section 22(e)(3) or its successor provision) while Executive is an
employee of the Company, then employment hereunder shall automatically terminate
and all payments of compensation by the Company to Executive hereunder shall
immediately terminate (except as to amounts already earned), and all vesting of
Executive’s stock options (together with other rights to purchase or receive
Company common stock) and restricted stock (including restricted stock units and
similar awards) shall terminate immediately.

     

    5. Section
409A.  Notwithstanding anything to the contrary in this
Agreement, no Deferred Compensation Separation Benefits (as defined below) shall
become payable under this Agreement until Executive has a “separation from
service” within the meaning of Section 409A.  Further and
notwithstanding anything to the contrary in this Agreement and solely with
respect to the timing of the payment of any severance payments or benefits, if
Executive is a “specified employee” within the meaning of Section 409A at the
time of Executive’s termination, other than a termination due to Executive’s
death, then any severance payments payable to Executive pursuant to this
Agreement, if any, and any other severance payments or separation benefits which
may be considered deferred compensation under Section 409A (together, the
“Deferred Compensation Separation Benefits”) otherwise due to Executive on or
within the six-month period following Executive’s termination shall accrue
during such six-month period and shall become payable in a lump sum payment on
the date six months and one-day following the date of Executive’s termination of
employment, unless Executive dies following the termination of his employment,
in which case, the Deferred Compensation Separation Benefits shall be paid to
Executive’s estate as soon as practicable following his death.  All
subsequent Deferred Compensation Separation Benefits, if any, shall be payable
in accordance with the payment schedule applicable to each payment or
benefit.  It is the intent of this Agreement to comply with the
requirements of Section 409A so that none of the severance payments and benefits
to be provided hereunder shall be subject to the additional tax imposed under
Section 409A, and any ambiguities herein shall be interpreted to so
comply.  The Company and Executive agree to work together in good
faith to consider amendments to this Agreement and to take such reasonable
actions that are necessary, appropriate or desirable to avoid imposition of any
additional tax or income recognition prior to actual payment to Executive under
Section 409A.

     

    6. Golden Parachute Excise Tax
Full Gross-Up.

     

    (a) In the
event that the benefits provided for in this Agreement or otherwise payable to
Executive constitute “parachute payments” within the meaning of
Section 280G of the Code and will be subject to the excise tax imposed by
Section 4999 of the Code, then Executive shall receive (i) a payment
from the Company sufficient to pay such excise tax, plus (ii) an additional
payment from the Company sufficient to pay the excise tax and federal and state
income and employment taxes arising from the payments made by the Company to
Executive pursuant to this sentence.  Executive shall receive such
payments no later than the end of calendar year following the calendar year in
which Executive remits the applicable taxes to the relevant tax
authorities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Unless
the Company and the Executive otherwise agree in writing, the determination of
Executive’s excise tax liability and the amount required to be paid under this
Section 6 shall be made in writing by the Company’s independent auditors
who are primarily used by the Company immediately prior to the Change of Control
(the “Accountants”).  For purposes of making the calculations required
by this Section 6, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999
of the Code.  The Company and Executive shall furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section.  The
Company shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this Section 6.

     

    7. Assignment.  This
Agreement shall be binding upon and inure to the benefit of (a) the heirs,
beneficiaries, executors and legal representatives of Executive upon Executive’s
death and (b) any successor of the Company.  Any such successor
of the Company shall be deemed substituted for the Company under the terms of
this Agreement for all purposes.  As used herein, “successor” shall
include any person, firm, corporation or other business entity which at any
time, whether by purchase, merger or otherwise, directly or indirectly acquires
all or substantially all of the assets or business of the
Company.  None of the rights of Executive to receive any form of
compensation payable pursuant to this Agreement shall be assignable or
transferable except through a testamentary disposition or by the laws of descent
and distribution upon the death of Executive.  Any attempted
assignment, transfer, conveyance or other disposition (other than as aforesaid)
of any interest in the rights of Executive to receive any form of compensation
hereunder shall be null and void.

     

    8. Notices.  All
notices, requests, demands and other communications called for hereunder shall
be in writing and shall be deemed given if (i) delivered personally or by
facsimile, (ii) one-day after being sent by Federal Express or a similar
commercial overnight service, or (iii) three days after being mailed by
registered or certified mail, return receipt requested, prepaid and addressed to
the parties or their successors in interest at the following addresses, or at
such other addresses as the parties may designate by written notice in the
manner aforesaid:

     

    If to the
Company:                                                      Linear
Technology Corporation

    720
Sycamore Drive

    Milpitas,
CA 95035

    Attn:
General Counsel

     

    If to
Executive:                                           Robert
H. Swanson, Jr.

    at the
last residential address

    known by
the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9. Severability.  In
the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision.

     

    10. Entire
Agreement.  This Agreement, the Confidential Information and
Invention Assignment Agreement previously entered into by and between the
Company and Executive and the indemnification agreement previously entered into
by and between the Company and Executive represent the entire agreement and
understanding between the Company and Executive concerning Executive’s
employment relationship with the Company, and supersede and replace any and all
prior agreements and understandings concerning Executive’s employment
relationship with the Company.

     

    11. Dispute
Resolution.

     

    (a) The
parties shall first meet to settle any dispute through good faith negotiation or
non-binding mediation.  If not settled by good faith negotiation or
non-binding mediation between the parties within 30 days from the date one party
requests in writing to meet the other party, then to the extent permitted by
law, any dispute or controversy arising out of, relating to, or in connection
with this Agreement, or the interpretation, validity, construction, performance,
breach, or termination thereof shall be finally settled by binding arbitration
to be held in Santa Clara County, California, in accordance with the National
Rules for the Resolution of Employment Disputes then in effect of the American
Arbitration Association (the “Rules”).  The arbitrator may grant
injunctions or other relief in such dispute or controversy.  The
decision of the arbitrator shall be confidential, final, conclusive and binding
on the parties to the arbitration.  Judgment may be entered under a
protective order on the arbitrator’s decision in any court having
jurisdiction.  The Company shall pay all costs of any mediation or
arbitration; provided, however, that each party shall pay its own attorney and
advisor fees.

     

    (b) The
arbitrator shall apply California law to the merits of any dispute or claim,
without reference to rules of conflict of law.  The arbitration
proceedings shall be governed by federal arbitration law and by the Rules,
without reference to state arbitration law.  Executive hereby
expressly consents to the personal jurisdiction of the state and federal courts
located in California for any action or proceeding arising from or relating to
this Agreement and/or relating to any arbitration in which the parties are
participants.

     

    (c) Executive
understands that nothing in Section 11 modifies Executive’s at-will
status.  Either the Company or Executive can terminate the employment
relationship at any time, with or without cause.

     

    (d) EXECUTIVE
HAS READ AND UNDERSTANDS SECTION 11, WHICH DISCUSSES
ARBITRATION.  EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,
EXECUTIVE AGREES, TO THE EXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE CLAIMS
ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION
THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
RELATIONSHIP.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. Covenants Not to Compete and
Not to Solicit.

     

    (a) Covenant Not to
Compete.  In consideration for the benefits Executive is to
receive herein Executive agrees that, until the end of the 12-month period
following the date of his termination of employment with the Company for any
reason or no reason, Executive will not directly engage in (whether as an
employee, consultant, proprietor, partner, director or otherwise), or have any
ownership interest in, or participate in the financing, operation, management or
control of, any person, firm, corporation or business that engages or
participates anywhere in the world in providing goods and services similar to
those provided by the Company upon the date of Executive’s termination of
employment.  Ownership of less than 3% of the outstanding voting stock
of a corporation or other entity will not constitute a violation of this
provision.  The Company agrees not to unreasonably withhold consent
from Executive to engage in any activity that is not competitive with the
Company.

     

    (b) Covenant Not to
Solicit.  In consideration for the benefits Executive is to
receive herein Executive agrees that he will not, at any time during the
12-month period following his termination date, directly or indirectly solicit
any individuals to leave the Company’s employ for any reason or interfere in any
other manner with the employment relationships at the time existing between the
Company and its current or prospective employees.

     

    (c) Representations.  The
parties intend that the covenants contained in Section 12(a) and (b) shall
be construed as a series of separate covenants, one for each county, city and
state (or analogous entity) and country of the world.  If, in any
judicial proceeding, a court shall refuse to enforce any of the separate
covenants, or any part thereof, then such unenforceable covenant, or such part
thereof, shall be deemed eliminated from this Agreement for the purpose of those
proceedings to the extent necessary to permit the remaining separate covenants,
or portions thereof, to be enforced.

     

    (d) Reformation.  In
the event that the provisions of this Section 12 should ever be deemed to
exceed the time or geographic limitations, or scope of this covenant, permitted
by applicable law, then such provisions shall be reformed to the maximum time or
geographic limitations, as the case may be, permitted by applicable
laws.

     

    (e) Reasonableness of
Covenants.  Executive represents that he (i) is familiar
with the covenants not to compete and solicit, and (ii) is fully aware of
his obligations hereunder, including, without limitation, the reasonableness of
the length of time, scope and geographic coverage of these
covenants.

     

    13. No Oral Modification,
Cancellation or Discharge.  This Agreement may only be amended,
canceled or discharged in writing signed by Executive and the Company’s then
existing Chief Executive Officer, subject to prior approval of the
Board.

     

    14. Withholding.  The
Company shall be entitled to withhold, or cause to be withheld, from payment any
amount of withholding taxes required by law with respect to payments made to
Executive in connection with his employment hereunder.

     

    15. Governing
Law.  This Agreement shall be governed by the laws of the State
of California (with the exception of its conflict of laws
provisions).

     

    16. Acknowledgment.  Executive
acknowledges that he has had the opportunity to discuss this matter with and
obtain advice from his private attorney, has had sufficient time to, and has
carefully read and fully understands all the provisions of this Agreement, and
is knowingly and voluntarily entering into this Agreement.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement:

     

    LINEAR
TECHNOLOGY CORPORATION

     

    /s/ Richard M.
Moley                                                                                     Date: November 5, 2008

    Richard
M. Moley

    Chairman
of the Compensation Committee

     

    EXECUTIVE

     

    /s/ Robert H. Swanson,
Jr.                                                                           Date: November 5, 2008

    Robert H.
Swanson, Jr.