exv10w30






EXHIBIT 10.30




ANALOG DEVICES, INC.




INDEMNIFICATION AGREEMENT




     This Agreement is made as of the                      day of                                         ,
 20___, by and between Analog
Devices, Inc., a Massachusetts corporation (the “Corporation”), and                                         
(“Indemnitee”), a director or officer of the Corporation.



     WHEREAS, it is essential to the Corporation to retain and attract as directors and officers
the most capable persons available, and



     WHEREAS, the substantial increase in corporate litigation subjects directors and officers to
expensive litigation risks, and



     WHEREAS, it is the policy of the Corporation to indemnify its directors and officers so as to
provide them with the maximum protection permitted by law, and



     WHEREAS, the parties desire to adopt indemnification provisions consistent with Chapter 156D
of the General Laws of the Commonwealth of Massachusetts (“Chapter 156D”), which became effective
subsequent to the Corporation’s most recent Articles of Amendment containing indemnification
protection.



     NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the
Corporation and Indemnitee do hereby agree as follows:



     1. Definitions. As used in this Agreement:



          (a) A “Change in Control” shall be deemed to occur upon the earliest of the following to
occur:




               (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership of any capital stock of the Corporation if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 30%
or more of either (x) the then-outstanding shares of common stock of the Corporation (the
“Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding
securities of the Corporation entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”);



               (ii) individuals who, as of the date hereof, constitute the Board of Directors of the Corporation
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Corporation’s shareholders,
was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but



 









 







excluding for this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
person or entity (“Person”) other than the Board;



               (iii) the consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Corporation (a “Business
Combination”), in each case, unless, following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to the
such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or substantially all
of the Corporation’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or such corporation resulting from such business
Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the Board of Directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business Combination.



          (b) The term “Corporate Status” shall mean the status of a person who is or was, or has agreed
to become, a director or officer of the Corporation or who, while a director or officer of the
Corporation, is or was serving at the Corporation’s request as a director, officer, fiduciary,
partner, trustee, employee or agent of, or in a similar capacity with, another corporation,
partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is
considered to be serving an employee benefit plan at the Corporation’s request if his or her duties
to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan
or to participants in or beneficiaries of the plan.




          (c) The term “Disinterested Director” shall mean a director of the Corporation who, at the
time of a vote referred to in Paragraph 8, is not (i) a party to the Proceeding, or (ii) an
individual having a familial, financial, professional or employment relationship with Indemnitee,
which relationship would, in the circumstances, reasonably be expected to exert an influence on the
director’s judgment when voting on the decision being made.




          (d) The term “Expenses” shall include, without limitation, attorneys’ fees, retainers, court
costs, transcript costs, fees and expenses of experts, travel expenses, duplicating costs, printing
and binding costs, telephone and telecopy charges, postage, delivery service fees




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and other disbursements or expenses of the type customarily incurred in connection with a
Proceeding, but shall not include the amount of judgments, fines or penalties against Indemnitee or
amounts paid in settlement in connection with such matters.




          (e) The term “Independent Counsel” shall mean a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past five years has
been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The
Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to
above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.




          (f) The term “Liability” shall mean the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit plan) and all reasonable
Expenses incurred in connection with a Proceeding.




          (g) The term “Proceeding” shall mean any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether
formal or informal.




     2. Indemnification.



          (a) The Corporation shall, to the fullest extent permitted by law (as such may be amended from
time to time), indemnify Indemnitee in connection with any Proceeding as to which Indemnitee is,
was or is threatened to be made a party (or is otherwise involved) by reason of Indemnitee’s
Corporate Status. In furtherance of the foregoing and without limiting the generality thereof:




               (i) the Corporation shall indemnify Indemnitee if Indemnitee was, is or is threatened to be
made a defendant or respondent in a Proceeding because of Indemnitee’s Corporate Status as a
director against Liability incurred in the Proceeding if (A) (1) Indemnitee conducted himself or
herself in good faith, and (2) Indemnitee reasonably believed that his or her conduct was in the
best interests of the Corporation or that his or her conduct was at least not opposed to the best
interests of the Corporation, and (3) in the case of any criminal proceeding, Indemnitee had no
reasonable cause to believe his or her conduct was unlawful, or (B) Indemnitee engaged in conduct
for which Indemnitee shall not be liable under a provision of the Corporation’s Articles of
Organization authorized by Section 2.02(b)(4) of Chapter 156D of the General Laws of the
Commonwealth of Massachusetts or any successor provision to such Section; and



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               (ii) the Corporation shall indemnify Indemnitee if Indemnitee was, is or is threatened to be
made a defendant or respondent in a Proceeding because of Indemnitee’s Corporate Status as an
officer against Liability incurred in the Proceeding, except for Liability arising out of acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law.



          (b) Indemnitee’s conduct with respect to an employee benefit plan for a purpose Indemnitee
reasonably believed to be in the interests of the participants in, and the beneficiaries of, the
plan is conduct that satisfies the requirement that Indemnitee’s conduct was at least not opposed
to the best interests of the Corporation.




          (c) The termination of a Proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, is not, of itself, determinative that
Indemnitee did not meet the relevant standard of conduct described in this Paragraph 2.




     3. Exceptions to Right of Indemnification.  Notwithstanding anything to the contrary
in this Agreement, except as set forth in Paragraphs 9 and 10:



          (a) the Corporation shall not indemnify, or advance Expenses to, Indemnitee in connection with
a Proceeding (or part thereof) initiated by Indemnitee unless (i) the initiation thereof was
approved by the Board of Directors of the Corporation (the “Board of Directors”) or (ii) the
Proceeding is instituted after a Change in Control (other than a Change in Control approved by a
majority of the Incumbent Board); and




          (b) the Corporation shall not be required to make an indemnification payment to Indemnitee to
the extent Indemnitee has otherwise actually received such payment under any insurance policy,
agreement or otherwise, and in the event the Corporation makes any indemnification payments to
Indemnitee and Indemnitee is subsequently reimbursed from the proceeds of insurance, Indemnitee
shall promptly refund such indemnification payments to the Corporation to the extent of such
insurance reimbursement.




     4. Indemnification of Expenses of Successful Party. Notwithstanding any other
provision of this Agreement, in addition to and not in limitation of the rights set forth in
Paragraph 2, to the extent that Indemnitee has been wholly successful, on the merits or otherwise,
in the defense of any Proceeding to which Indemnitee was a party because of Indemnitee’s Corporate
Status, Indemnitee shall be indemnified, to the fullest extent permitted by law (as such may be
amended from time to time), against all reasonable Expenses incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith.



     5. Indemnification for Expenses of a Witness. Notwithstanding any other provision of
this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a
witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified
against all reasonable Expenses incurred by or on behalf of Indemnitee in connection therewith.



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     6. Notification and Defense of Claim.



          (a) Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding
for which indemnity will or could be sought by Indemnitee and provide the Corporation with a copy
of any summons, citation, subpoena, complaint, indictment, information or other document relating
to such Proceeding with which Indemnitee is served. The Corporation will be entitled to
participate in any such Proceeding at its own expense. Indemnitee shall have the right to engage
Indemnitee’s own counsel in connection with such Proceeding. Indemnitee’s counsel shall cooperate
reasonably with the Corporation’s counsel to minimize the cost of defending claims against the
Corporation and Indemnitee.




          (b) The Corporation shall not be required to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without its written consent. The Corporation
shall not settle any Proceeding in any manner that would impose any penalty or limitation on
Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will
unreasonably withhold its or his or her consent to any proposed settlement.




     7. Advancement of Expenses.  The Corporation shall advance any and all Expenses
incurred by or on behalf of the Indemnitee in connection with a Proceeding within 30 days after
receipt by the Corporation of a written request for advancement of Expenses (including in such
request such documentation and information as is reasonably available to Indemnitee with respect to
such Proceeding); provided, however, that the payment of such Expenses incurred by Indemnitee or on
his or her behalf in advance of the final disposition of such Proceeding shall be made only upon
receipt of (i) a written affirmation of Indemnitee’s good faith belief that Indemnitee has met the
applicable standard of conduct described in Paragraph 2 or, in the case of a Proceeding because of
Indemnitee’s Corporate Status as a director, that the Proceeding involves conduct for which
Liability has been eliminated under a provision of the Corporation’s Articles of Organization as
authorized by Section 2.02(b)(4) of Chapter 156D or any successor provision to such Section and
(ii) an unlimited undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the
event that it shall ultimately be determined (after all rights to appeal have been exhausted or
lapsed or waived) that Indemnitee is not entitled to be indemnified by the Corporation as
authorized in this Agreement (such affirmation and undertaking to contain only such terms as are
required by the applicable provisions of Chapter 156D). The Corporation may not withhold any
advancement of Expenses based on any disagreement as to the substance of any written affirmation
that satisfies the condition set forth in clause (i) above. The undertaking referred to in clause
(ii) above shall be an unlimited, unsecured general obligation of Indemnitee, and shall be accepted
without reference to Indemnitee’s financial ability to make repayment. Any advances and
undertakings to repay shall be interest-free.



     8. Procedures.



          (a) In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to
the Corporation a written request, including in such request such documentation and information as
is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification. Any such




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indemnification shall be made promptly, and in any event within 60 days after receipt by the
Corporation of the written request of Indemnitee, subject to the provisions of Subparagraphs 8(b)
and 8(e) below.




          (b) With respect to requests for indemnification under Paragraph 2, except as set forth in
Paragraph 10, no indemnification shall be made under this Agreement unless it is determined that
Indemnitee has met the applicable standard of conduct set forth in Paragraph 2. The determination
of whether Indemnitee has met the applicable standard of conduct set forth in Paragraph 2, and any
determination that Expenses that have been advanced pursuant to Paragraph 7 must be subsequently
repaid to the Corporation, shall be made in each instance (i) if there are two or more
Disinterested Directors, by the Board of Directors by a majority vote of all the Disinterested
Directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the
members of a committee of two or more Disinterested Directors appointed by such vote; (ii) by
special legal counsel (A) selected in the manner prescribed in clause (i), or (B) if there are
fewer than two Disinterested Directors, selected by the Board of Directors, in which selection
directors who do not qualify as Disinterested Directors may participate, or (iii) by the
shareholders of the Corporation (but shares owned by or voted under the control of a director who
at the time does not qualify as a Disinterested Director may not be voted on the determination).
Such determination shall be made within the 60-day period referred to in Subparagraph 8(a) (unless
extended by mutual agreement by the Corporation and Indemnitee). For the purpose of the foregoing
determination with respect to requests for indemnification under Paragraph 2 or repayment of
advanced Expenses, Indemnitee shall be entitled to a presumption that he or she has met the
applicable standard of conduct set forth in Paragraph 2 and is entitled to indemnification. The
Corporation acknowledges that Indemnitee may settle a Proceeding in order to avoid expense, delay,
distraction, disruption and uncertainty and that, therefore, any such settlement (with or without
payment of money or other consideration) shall not in and of itself overcome the presumption set
forth above.




          (c) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on
the records or books of account of the Corporation or its affiliates, including financial
statements, or on information supplied to Indemnitee by the officers of the Corporation or its
affiliates in the course of their duties, or on the advice of legal counsel for the Corporation or
its affiliates or on information or records given or reports made to the Corporation or its
affiliates by an independent certified public accountant or by an appraiser or other expert
selected with the reasonable care by the Corporation or its affiliates. The provisions of this
Section 8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement.




          (d) The knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Corporation or its affiliates shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.




          (e) Notwithstanding anything to the contrary set forth in this Agreement, if a request for
indemnification pursuant to Paragraph 2 is made after a Change in Control, at the election of
Indemnitee made in writing to the Corporation, the determination required to be made pursuant to
Subparagraph 8(b) above as to whether Indemnitee has met the applicable standard




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of conduct or is required to repay advanced Expenses shall be made by Independent Counsel.
The Independent Counsel shall be selected in the manner prescribed in clause (ii) of
Subparagraph 8(b). Indemnitee may, within 10 days after written notice of selection shall have
been given, deliver to the Corporation, a written objection to such selection. Absent a timely
objection, the person so selected shall act as Independent Counsel. If a written objection is
made, the Independent Counsel selected may not serve as Independent Counsel unless and until such
objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for
Independent Counsel, no Independent Counsel shall have been selected and not objected to, either
the Corporation or Indemnitee may petition any court of competent jurisdiction for the appointment
as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person so appointed shall act as Independent Counsel under this
Subparagraph 8(e). The Corporation shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this
Subparagraph 8(e), and the Corporation shall pay all reasonable fees and expenses incident to the
procedures of this Subparagraph 8(e), regardless of the manner in which such Independent Counsel
was selected or appointed.




     9. Right to Seek Court-Ordered Indemnification and Advance of Expenses. Nothing
contained in this Agreement shall abrogate or limit the right of Indemnitee to apply to a court of
competent jurisdiction for indemnification or an advance of Expenses to the extent permitted by
Section 8.54 of Chapter 156D or any successor Section thereto that increases the scope of permitted
indemnification.



     10. Remedies.



          (a) The right to indemnification and advancement of Expenses as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent jurisdiction or, at Indemnitee’s
option, by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. If Indemnitee elects arbitration, the arbitration shall take place in
Boston, Massachusetts. Any such judicial proceeding or arbitration shall be conducted in all
respects as a de novo trial or arbitration on the merits.




          (b) In connection with any determination as to whether the Indemnitee is entitled to be
indemnified under this Agreement, the court or arbitrator shall presume that the Indemnitee has met
the applicable standard of conduct and is entitled to indemnification, and, unless otherwise
required by law, the burden of proof shall be on the Corporation to establish by clear and
convincing evidence that the Indemnitee is not so entitled. Neither the failure of the Board of
Directors (or other person or body appointed pursuant to Section 8(b)) to have made a determination
that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination pursuant to Paragraph 8 that Indemnitee has not
met such applicable standard of conduct, shall be a defense to an action brought to enforce this
Agreement or create a presumption that Indemnitee has not met the applicable standard of conduct.




          (c) The Corporation shall indemnify Indemnitee against any and all Expenses that are incurred
by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or
advancement of Expenses by the Corporation under this Agreement or




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under applicable law or the Corporation’s Articles of Organization or Bylaws now or hereafter
in effect relating to indemnification, and/or (ii) recovery under directors’ and officers’
liability insurance policies maintained by the Corporation, but only in the event that Indemnitee
ultimately is determined to be entitled to such indemnification or insurance recovery, as the case
may be. The Corporation shall, if so requested by Indemnitee, advance the foregoing Expenses to
Indemnitee, subject to and in accordance with Paragraph 7.




     11. Partial Indemnification.  If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments,
fines, penalties or amounts paid in settlement actually and reasonably incurred by him or her or on
his or her behalf in connection with any Proceeding but not, however, for the total amount thereof,
the Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses,
judgments, fines, penalties or amounts paid in settlement to which Indemnitee is entitled.



     12. Subrogation.  In the event of any payment under this Agreement, the Corporation
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Corporation to bring suit to
enforce such rights.



     13. Term of Agreement.  This Agreement shall continue until and terminate upon the
later of (a) six years after the date that Indemnitee shall have ceased to serve as a director or
officer of the Corporation or, at the request of the Corporation, as a director, officer,
fiduciary, partner, trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise or (b) the final termination of all Proceedings
pending on the date set forth in clause (a) in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Paragraph 9 relating thereto.



     14. Indemnification Hereunder Not Exclusive. The indemnification and advancement of
Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may be entitled under the Corporation’s Articles of Organization or Bylaws, any
agreement, any vote of shareholders or directors of the Corporation, Chapter 156D, any other law
(common or statutory) or otherwise, both as to action in Indemnitee’s official capacity and as to
action in another capacity while holding office for the Corporation, and nothing in this Agreement
shall be deemed to waive any such other rights. Nothing in this Agreement shall be deemed to
prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect
itself or Indemnitee against any expense, liability or loss incurred by it or him or her in any
such capacity, or arising out of Indemnitee’s status as such, whether or not Indemnitee would be
indemnified against such expense, liability or loss under this Agreement.



     15. Access to Information.  Indemnitee shall be entitled to access to such information
in the possession of the Corporation as may be reasonably necessary to enforce Indemnitee’s rights
under this Agreement.



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     16. No Special Rights. Nothing herein shall confer upon Indemnitee any right to
continue to serve as an officer or director of the Corporation for any period of time, or at any
particular rate of compensation.



     17. Savings Clause. If this Agreement or any portion of this Agreement shall be
invalidated on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify Indemnitee against Liabilities with respect to any Proceeding to the fullest
extent permitted by any applicable portion of this Agreement that shall not have been invalidated,
and this Agreement shall be interpreted to give effect, to the fullest extent permitted by
applicable law, to the intention of the invalidated provision.



     18. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute the original.



     19. Successors and Assigns. This Agreement shall be binding upon the Corporation and
its successors and assigns and shall inure to the benefit of the estate, heirs, executors,
administrators and personal representatives of Indemnitee.



     20. Headings; Interpretation. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction thereof. When reference is made in this Agreement to a Paragraph or
Subparagraph, such reference shall be to a Paragraph or Subparagraph of this Agreement, unless
otherwise indicated.



     21. Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof nor shall any such waiver constitute a continuing waiver.



     22. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been given (a) when delivered by hand or (b) if mailed by
certified or registered mail with postage prepaid, on the third day after the date on which it is
so mailed:




	 	(i)	 	if to Indemnitee, to:
	 
	 	 	 	The address shown below his or her signature below.
	 
	 	(ii)	 	if to the Corporation, to:
	 
	 	 	 	Analog Devices, Inc.

3 Technology Way

Norwood, MA 02062

Attn: General Counsel




or to such other address as may have been furnished to Indemnitee by the Corporation or to the
Corporation by Indemnitee, as the case may be.




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     23. Applicable Law. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the Commonwealth of Massachusetts. Indemnitee may elect to have
the right to indemnification or reimbursement or advancement of Expenses interpreted on the basis
of the applicable law in effect at the time of the occurrence of the event or events giving rise to
the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in
effect at the time such indemnification or reimbursement or advancement of Expenses is sought.
Such election shall be made, by a notice in writing to the Corporation, at the time indemnification
or reimbursement or advancement of Expenses is sought; provided, however, that if no such notice is
given, and if Chapter 156D is amended, or other Massachusetts law is enacted, to permit further
indemnification of directors and officers, then Indemnitee shall be indemnified to the fullest
extent permitted under Chapter 156D, as so amended, or by such other Massachusetts law, as so
enacted.



     24. Limitations on Indemnification. The provisions of this Agreement are subject to
the limitations and prohibitions imposed by applicable federal law, including the Securities Act of
1933, and any regulations promulgated thereunder.



     25. Enforcement.  The Corporation expressly confirms and agrees that it has entered
into this Agreement in order to induce Indemnitee to serve or to continue to serve as a director or
officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in
continuing in such capacity.



     26. Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all prior agreements,
whether oral or written, by any officer, employee or representative of any party hereto in respect
of the subject matter contained herein; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and cancelled. For avoidance of doubt,
the parties confirm that the foregoing does not apply to or limit in any way Indemnitee’s rights
under Massachusetts law or the Corporation’s Articles of Organization or Bylaws.



[Remainder of the Page Intentionally Left Blank]




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



	 	 	 	 	 	 	 
	 	 	ANALOG DEVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	INDEMNITEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 






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