exv10w27






EXHIBIT 10.27




ANALOG DEVICES, INC.




Employee Retention Agreement




[Employee Name]

c/o Analog Devices, Inc.

Three Technology Way

Norwood, Massachusetts 02062




Dear [_______]:




     Analog Devices, Inc. (the “Company”) recognizes that, as is the case with many publicly-held
corporations, the possibility of a change in control may exist and that such possibility, and the
uncertainty and questions which it may raise among key personnel, may result in the departure or
distraction of key personnel to the detriment of the Company, its stockholders and its customers.



     The Board of Directors of the Company (the “Board”) has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and dedication of the Company’s
key personnel, including yourself, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a change in control of the
Company.



     In order to induce you to remain in its employ, the Company agrees that you shall receive the
severance benefits set forth in this letter agreement (the “Agreement”) in the event your
employment with the Company is terminated under the circumstances described below subsequent to a
“Change in Control” of the Company (as defined below).



     1. Certain Definitions. As used herein, the following terms shall have the following
respective meanings:



          (a) A “Change in Control” shall occur or be deemed to have occurred only if any of the
following events occur: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any
trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any
corporation owned directly or indirectly by the stockholders of the Company in substantially the
same proportion as their ownership of stock of the Company) is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the Company’s then outstanding
securities; (ii) the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 80% of the combined voting




 









 




power of the voting securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove
defined) acquires more than 50% of the combined voting power of the Company’s then outstanding
securities; or (iii) 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 all or substantially all of
the Company’s assets.




          (b) A “Potential Change in Control” shall be deemed to have occurred if:




               (A) the Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control of the Company;



               (B) any person (including the Company) publicly announces an intention to take or to consider
taking actions which, if consummated, would constitute a Change in Control of the Company; or



               (C) the Board of Directors of the Company adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control of the Company has occurred.



          (c) An “Approved Change in Control” shall mean any Change in Control that the Board,
by resolution adopted prior to the occurrence of any of the events constituting a Change in
Control, specifically and expressly declares shall constitute an “Approved Change in Control” for
purposes of this Agreement.




          (d) A “Hostile Change in Control” shall mean any Change in Control other than an
Approved Change in Control.




     2. Term of the Agreement. The term of this Agreement (the “Term”) shall commence on
                                         and shall continue in effect through September 30, 20___; provided, however, that
commencing on September 30, 20___and each September
30 thereafter, the Term shall be automatically
extended for one additional year unless, not later than June 30 of such year, the Company shall
have given you written notice that the Term will not be extended; and provided further that, if a
Change in Control of the Company shall have occurred during the original or extended Term, this
Agreement and the Term shall continue in effect for a period of not less than 24 months beyond the
month in which such Change in Control occurred.



     3. Change in Control; Potential Change in Control.



          (a) No benefits shall be payable under this Agreement unless there has been a Change in
Control of the Company during the Term.




          (b) You agree that, notwithstanding any provision to the contrary in this Agreement, in the
event of a Potential Change in Control of the Company, you will not voluntarily resign as an
employee of the Company until the earliest of (A) a date which is six (6) months after the
occurrence of such Potential Change in Control of the Company or (B) the termination by you of your
employment by reason of Disability as defined in Section 4(b)(i) or




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for Good Reason as defined in Section 4(b)(iii).




     4. Employment Status; Termination Following Change in Control.



          (a) You acknowledge that this Agreement does not constitute a contract of employment or impose
on the Company any obligation to retain you as an employee and, except as set forth in Section
3(b), this Agreement does not prevent you from terminating your employment at any time. If your
employment with the Company terminates for any reason and subsequently a Change in Control shall
have occurred, you shall not be entitled to any benefits hereunder. Any termination of your
employment by the Company or by you following a Change in Control of the Company during the Term
shall be communicated by written notice of termination (“Notice of Termination”) to the other party
hereto in accordance with Section 7. The “Date of Termination” shall mean the effective date of
such termination as specified in the Notice of Termination (provided that no such Notice of
Termination shall specify an effective date more than 180 days after the date of such Notice of
Termination).




          (b) Notwithstanding anything to the contrary herein, you shall be entitled to the benefits
provided in Section 5 only if either (1) an Approved Change in Control shall have occurred during
the Term and your employment with the Company is subsequently terminated or terminates within 24
months after such Approved Change in Control, unless such termination is (A) because of your death,
(B) by the Company for Disability (as defined in Section 4(b)(i)) or Cause (as defined in Section
4(b)(ii)), or (C) by you other than for Good Reason (as defined in Section 4(b)(iii)), or (2) a
Hostile Change in Control shall have occurred during the Term and your employment with the Company
is subsequently terminated by either you or the Company within 12 months after such Hostile Change
in Control for any reason other than your death or Disability or termination by the Company for
Cause.




               (i) Disability. If, as a result of incapacity due to physical or mental illness, you
shall have been absent from the full-time performance of your duties with the Company for six (6)
consecutive months and, within thirty (30) days after written Notice of Termination is given to
you, you shall not have returned to the full-time performance of your duties, your employment may
be terminated for “Disability.” Any termination for Disability under this Agreement shall not
affect any rights you may otherwise have under the Company’s Long-Term Disability Plan.



               (ii) Cause. Termination by the Company of your employment for “Cause” shall mean
termination (A) upon your willful and continued failure to substantially perform your duties with
the Company (other than any such failure resulting from your incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice of Termination by
you for Good Reason as defined in Section 4(b)(iii)), provided that a written demand for
substantial performance has been delivered to you by the Company specifically identifying the
manner in which the Company believes that you have not substantially performed your duties and you
have not cured such failure within 30 days after such demand, or (B) by reason of your willful
engaging in conduct which is demonstrably and materially injurious to the Company. For purposes of
this subsection, no act or failure to act on your part shall be deemed “willful” unless done or
omitted to be done by you not in good faith



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and without reasonable belief that your action or omission was in the best interest of the
Company.



               (iii) Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without
your written consent, the occurrence after a Change in Control of the Company of any of the
following circumstances unless, in the case of paragraphs (A), (C), (D), (F) or (G), such
circumstances are fully corrected prior to the Date of Termination (as defined in Section 4(a))
specified in the Notice of Termination (as defined in Section 4(a)) given in respect thereof:



                    (A) any significant diminution in your position, duties, responsibilities, power, title or
office as in effect immediately prior to a Change in Control;



                    (B) any reduction in your annual base salary as in effect on the date hereof or as the same
may be increased from time to time;



                    (C) the failure of the Company to continue in effect any material compensation or benefit plan
in which you participate immediately prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to
such plan, or the failure by the Company to continue your participation therein (or in such
substitute or alternative plan) on a basis not materially less favorable, both in terms of the
amount of benefits provided and the level of your participation relative to other participants, as
existed at the time of the Change in Control or the failure by the Company to award cash bonuses to
its executives in amounts substantially consistent with past practice in light of the Company’s
financial performance;



                    (D) the failure by the Company to continue to provide you with benefits substantially similar
to those enjoyed by you under any of the Company’s life insurance, medical, health and accident, or
disability plans in which you were participating at the time of the Change in Control, the taking
of any action by the Company which would directly or indirectly materially reduce any of such
benefits, or the failure by the Company to provide you with the number of paid vacation days to
which you are entitled on the basis of years of service with the Company in accordance with the
Company’s normal vacation policy in effect at the time of the Change in Control;



                    (E) any requirement by the Company or of any person in control of the Company that the
location at which you perform your principal duties for the Company be changed to a new location
outside a radius of 50 miles from your principal residence at the time of the Change in Control;



                    (F) the failure of the Company to obtain a satisfactory agreement from any successor to assume
and agree to perform the Agreement, as contemplated in Section 6; or



                    (G) any purported termination of your employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 7, which purported termination shall not be
effective for purposes of this Agreement.



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     5. Compensation Upon Termination. Following a Change in Control of the Company, you
shall be entitled to the following benefits during a period of Disability, or upon termination of
your employment, as the case may be, provided that such period or termination occurs during the
Term:



          (a) During any period that you fail to perform your full-time duties with the Company as a
result of incapacity due to physical or mental illness, you shall continue to receive base salary
and all other earned compensation at the rate in effect at the commencement of any such period
(offset by all compensation payable to you under the Company’s disability plan or program or other
similar plan during such period) until your employment is terminated pursuant to Section 4(b)(i)
hereof. Thereafter, or in the event your employment is terminated by reason of death, your
benefits shall be determined under the Company’s long-term disability, retirement, insurance and
other compensation programs then in effect in accordance with the terms of such programs.




          (b) If your employment shall be terminated by the Company for Cause or by you other than for
Good Reason following an Approved Change in Control, the Company shall pay you your full base
salary and all other compensation through the Date of Termination at the rate in effect at the time
the Notice of Termination is given, plus all other amounts to which you are entitled under any
compensation plan of the Company at the time such payments are due, and the Company shall have no
further obligations to you under this Agreement.




          (c) If your employment with the Company is terminated by the Company (other than for Cause,
Disability or your death) or by you for Good Reason within 24 months after an Approved Change in
Control or if your employment with the Company is terminated by you or the Company for any reason
(other than your death or Disability or termination by the Company for Cause) within 12 months
after a Hostile Change in Control, then you shall be entitled to the benefits below:




               (i) the Company shall pay to you your full base salary and all other compensation through the
Date of Termination at the rate in effect at the time the Notice of Termination is given, no later
than the full fifth day following the Date of Termination, plus all other amounts to which you are
entitled under any compensation plan of the Company at the time such payments are due under the
terms of such plan;



               (ii) in lieu of any further salary payments for periods subsequent to the Date of Termination,
the Company will pay as severance to you, at the time specified in Subsection (e) below, a lump sum
payment (together with the payments provided in paragraph (iv) below, the “Severance Payments”) in
an amount equal to the sum of (A) [200%] [299%] of the higher of (i) your annual base salary in
effect on the Date of Termination or (ii) your annual base salary in effect immediately prior to
the Change in Control, plus (B) [200%] [299%] of the aggregate cash bonuses paid or awarded to you
in respect of the four fiscal quarters preceding the Date of Termination;



               (iii) the Company shall pay to you all legal fees and expenses incurred by you as a result of
such termination (including all such fees and expenses, if any, incurred in contesting or disputing
any such termination or in seeking to obtain or enforce any



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right or benefit provided by this Agreement or in connection with any tax audit or proceeding
to the extent attributable to the application of Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”) to any payment or benefit provided hereunder); and



               (iv) for a twenty-four (24) month period after such termination, the Company shall arrange to
provide you with life, disability, dental, accident and group health insurance benefits
substantially similar to those which you were receiving immediately prior to the Notice of
Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise
receivable by you pursuant to this paragraph (iv) if an equivalent benefit is actually received by
you during the twenty-four (24) month period following your termination. Any such benefit actually
received by you shall be reported by you to the Company.



          (d) In the event that you become entitled to the Severance Payments, if any of the Severance
Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any
similar tax that may hereafter be imposed), the Company shall pay to you at the time specified in
Subsection (e) below, an additional amount (the “Gross-Up Payment”) such that the net amount
retained by you, after deduction of any Excise Tax on the Total Payments (as defined below), but
before deduction of any federal, state and local income tax and Excise Tax upon the payment
provided for by this subsection, shall be equal to the Total Payments. For purposes of determining
whether any of the Severance Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (A) any other payments or benefits received or to be received by you in connection with
a Change in Control of the Company or your termination of employment (whether pursuant to the terms
of this Agreement or any other plan, arrangement or agreement with the Company, any person whose
actions result in a Change in Control of the Company or any person affiliated with the Company or
such person) (which, together with the Severance Payments, shall constitute the “Total Payments”)
shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and
all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as
subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company’s
independent auditors and acceptable to you such other payments or benefits (in whole or in part) do
not constitute parachute payments, or such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code, in excess of the base amount within the meaning of Section 280G(b)(3) of
the Code or are otherwise not subject to the Excise Tax, (B) the amount of the Total Payments which
shall be treated as subject to the Excise Tax shall be equal to the lesser of (I) the total amount
of the Total Payments or (II) the amount of excess parachute payments within the meaning of Section
280G(b)(1) (after applying clause (A), above), and (C) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Company’s independent auditors in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the
amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to
be made and state and local income taxes at the highest marginal rate of taxation in the state and
locality of your residence on the Date of Termination, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local taxes. In the event
that the Excise Tax is subsequently determined to be less than the amount taken into account
hereunder at the time of termination of your employment, you shall repay to the Company at the time
that the amount of such reduction




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in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such
reduction, plus interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code, provided that you shall be required to make such repayment only
if you are notified by the Company as to the amount of such repayment within 12 months after
payment of the Severance Payments to you. In the event that the Excise Tax is determined to exceed
the amount taken into account hereunder at the time of the termination of your employment
(including by reason of any payment the existence or amount of which cannot be determined at the
time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of
such excess (plus any interest payable with respect to such excess) at the time that the amount of
such excess is finally determined, but in no event later than the end of the taxable year following
the taxable year in which the additional Excise Tax (and interest or penalties) are remitted to the
applicable taxing authority.




          (e) The payments provided for in Subsections 5(b), (c) and (d) shall be made not later than
the fifth day following the Date of Termination; provided, however, that, if the amounts of such
payments cannot be finally determined on or before such day, the Company shall pay to you on such
day an estimate, as determined in good faith by the Company, of the minimum amount of such payments
and shall pay the remainder of such payments (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event
later than the thirtieth day after the Date of Termination. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been due, such excess shall
be payable on the fifth day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).




          (f) Except as provided in the second sentence of Subsection 5(c)(iv) hereof, you shall not be
required to mitigate the amount of any payment provided for in this Section 5 by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided for in this
Section 5 be reduced by any compensation earned by you as a result of employment by another
employer, by retirement benefits or by offset against any amount claimed to be owed by you to the
Company or otherwise.




     6. Successors; Binding Agreement.



          (a) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company
expressly to assume and agree to perform this Agreement to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the Company to obtain
an assumption of this Agreement prior to the effectiveness of any succession shall be a breach of
this Agreement and shall entitle you to compensation from the Company in the same amount and on the
same terms as you would be entitled hereunder if you had terminated your employment for Good Reason
immediately after an Approved Change in Control of the Company, except that for purposes of
implementing the foregoing, the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined
above and any successor to its business or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.




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          (b) This Agreement shall inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
If you should die while any amount would still be payable to you hereunder if you had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or if there is no such designee,
to your estate.




     7. Compliance with Code Section 409A. This Agreement is intended to comply with
Section 409A so that none of the payments hereunder will be subject to the additional tax imposed
by Section 409A, and any ambiguities herein will be interpreted to so comply. The Company shall
have no right to accelerate any payment or provision of any benefits under this Agreement or to
make or provide any such payment or benefits if such payment or provision of such benefits would,
as a result, be subject to tax under Section 409A of the Code. You and the Company agree to work
together in good faith to consider amendments to this Agreement and to take such reasonable steps
as necessary, appropriate or desirable to avoid imposition of any additional tax or income
recognition prior to actual payment to you under Section 409A.



     Notwithstanding anything in this Agreement to the contrary, if you are determined to be a
“Specified Employee” (as defined below) at the time of your termination, to the extent this
Agreement provides for a “deferral of compensation” within the meaning of Code Section 409A, such
benefits shall not be paid to you prior to the earlier of (i) the expiration of the six-month
period measured from the date of your termination of employment; or (ii) the date of your death.
Upon the occurrence of one of those events, all benefits deferred pursuant to this Section 7 and
otherwise due shall be paid to you in a single lump-sum payment as soon as administratively
practicable.



     For purposes of this Agreement, “Specified Employee” shall mean each officer of the Company
and its affiliates, up to a maximum of fifty (50), having annual compensation in excess of $145,000
(as adjusted), a five percent owner of the Company and a one percent owner of the Company having
annual compensation from the Company and its affiliates in excess of $150,000 (as adjusted), in
each case determined pursuant to Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in
accordance with the regulations thereunder) any time during the 12-month period ending on December
31st of a calendar year, based on taxable wages as reported in Box 1 of Form W-2 for
such period plus amounts that would be included in wages for such period but for pre-tax deferrals
to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits, who
performed services for the Company or its affiliates at any time during the 12-month period ending
on December 31st of such calendar year.



     8. Notice. For the purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be duly given when delivered or when
mailed by United States registered or certified mail, return receipt requested, postage prepaid,
addressed to the President of the Company, at One Technology Way, Norwood, Massachusetts 02062, and
to you at the address shown above or to such other address as either the Company or you may have
furnished to the other in writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.



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     9. Miscellaneous.



          (a) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect.




          (b) The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the Commonwealth of Massachusetts.




          (c) No waiver by you at any time of any breach of, or compliance with, any provision of this
Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at
any subsequent time.




          (d) This Agreement may be executed in several counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.




          (e) Any payments provided for hereunder shall be paid net of any applicable withholding
required under federal, state or local law.




          (f) This Agreement sets forth the entire agreement of the parties hereto in respect of the
subject matter contained herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement of the parties
hereto in respect of the subject matter contained herein is hereby terminated and cancelled.




* * * * *




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     If this letter sets forth our agreement on the subject matter hereof, kindly sign and return
to the Company the enclosed copy of this letter, which will then constitute our agreement on this
subject.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	ANALOG DEVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Agreed to as of this ____ day of ________ 20__.




	 	 	 
	 
	 

[Employee Name]