exv10w2






Exhibit 10.2









2006 STOCK INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT AGREEMENT




Private & Confidential (Addressee Only)



{EMPNAME}

{EMPNUMBER}



We are pleased to advise you (the “Participant”) that Analog Devices, Inc., a Massachusetts
corporation (the “Company”), has granted to the Participant that number of Restricted Stock Units
(“RSUs”) set forth below, subject to the terms and conditions of the Analog Devices, Inc. 2006
Stock Incentive Plan (the “Plan”) and this Global Restricted Stock Unit Agreement, including
Appendix A, which includes any applicable country-specific provisions, and Appendix B, which
includes additional documents that may need to be signed and returned to the Company depending on
the Participant’s country of residence (this agreement, collectively with Appendices A and B, the
“Agreement”). The grant of RSUs reflects the Company’s confidence in the Participant’s commitment
and contributions to the success and continued growth of the Company. All terms not defined in
this Agreement shall have the meaning set forth in the Plan.





	1.	 	Restricted Stock Unit.






	 	 	Subject to the terms and conditions of the Plan and this Agreement, the Company has granted to
the Participant that number of RSUs (the “Award”) effective on the Date of Grant set forth
below:





			
	 	 	 
	Date of Grant:
	 	{GRANTDATE}
	Number of RSUs:
	 	{SHARESGRANTED}
	Vesting Schedule:
	 	{VESTSCHED}







	 	 	Each one (1) RSU shall, if and when it vests in accordance with this Agreement, automatically
convert into one (1) share of common stock, US$0.16 2/3 par value, of the Company (“Common
Stock”) issuable as provided below. The RSUs are subject to the vesting provisions set forth
in Section 2, the restrictions on transfer set forth in Section 3 and the right of the Company
to retain Shares (as defined below) pursuant to Section 6 and to any special terms and
conditions for countries outside the U.S. set forth in Appendices A and B.






	2.	 	Vesting and Conversion.






	 	(a)	 	Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance
with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have
not vested as of any particular time in accordance with this Section 2(a) are referred to
as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and
conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as
administratively practicable after the issuance of any Shares upon the vesting and
conversion of RSUs, and subject to the terms and conditions set forth herein, the Company
shall deliver or cause to be delivered evidence (which may include a book entry by the
Company’s transfer agent) of the Shares so issued in the name of the Participant to the
brokerage firm designated by the Company to maintain the brokerage account established for
the Participant. Notwithstanding the foregoing, the Company shall not be obligated to
issue Shares to or in the name of the Participant upon the vesting and conversion of any
RSUs unless the issuance of such Shares shall comply with all relevant provisions of law
and other legal requirements including, without limitation, any applicable securities laws
and the requirements of any stock exchange upon which shares of Common Stock may then be
listed.
	 
	 	(b)	 	In the event the Participant’s employment with the Company or the Employer (as defined
in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for
any reason or no reason (other than due to death or Disability or as otherwise provided in
the Plan or below), then in each such case, all of the Unvested RSUs as of the date of
termination shall terminate and be cancelled immediately and automatically and the
Participant shall have no further rights with respect to such Unvested RSUs.
	 
	 	(c)	 	In the event the Participant’s employment with the Company or the Employer is
terminated by reason of the Participant’s death, all Unvested RSUs shall vest in
full as of the date of the Participant’s death.
	 
	 	(d)	 	In the event the Participant’s employment with the Company or the Employer terminates
by reason of Disability (as defined below), the Unvested RSUs as of the date of the
Participant’s termination shall vest in full as of the date of the termination. For the
purpose of this Agreement, “Disability” means (i) the Participant’s inability to
engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months, as determined by the Company.
	 
	 	(e)	 	For purposes of this Agreement, employment shall include being an employee with the
Company. Employment shall also include being an employee with any direct or indirect
parent or subsidiary of the Company, or any successor to the Company or any such parent or
subsidiary of the Company (the “Employer”). Should a Participant transfer employment to
become a director, consultant or advisor to the Company or the Employer following the Date
of Grant, he or she will still be considered employed for vesting purposes until he or







 









 
















	 	 	 	she ceases to provide services to the Company or any direct or indirect parent or subsidiary of
the Company, or any successor to the Company or any such parent or subsidiary of the
Company.








	3.	 	Restrictions on Transfer.






	 	(a)	 	The Participant shall not sell, assign, transfer, pledge or otherwise encumber any
RSUs, either voluntarily or by operation of law.
	 
	 	(b)	 	The Company shall not be required (i) to transfer on its books any of the RSUs which
have been transferred in violation of any of the provisions set forth herein or (ii) to
treat as the owner of such RSUs any transferee to whom such RSUs have been transferred in
violation of any of the provisions contained herein.






	4.	 	Not a Shareholder. The RSUs represent an unfunded, unsecured promise by the Company
to deliver Shares upon vesting and conversion of the RSUs, and until vesting of the RSUs and
issuance of the Shares, the Participant shall not have any of the rights of a shareholder with
respect to the Shares underlying the RSUs. For the avoidance of doubt, the Participant shall
have no right to receive any dividends and shall have no voting rights with respect to the
Shares underlying the RSUs for which the record date is on or before the date on which the
Shares underlying the RSUs are issued to the Participant.






	5.	 	Provisions of the Plan. The RSUs and Shares, including the grant and issuance
thereof, are subject to the provisions of the Plan. A copy of the Plan prospectus is
available on the Company’s Intranet at www.analog.com/employee (from Signals home page, click
Knowledge Centers, HR, Employee Stock Programs. The related documents can be found in the
right-hand column).






	6.	 	Withholding Taxes.






	 	(a)	 	Regardless of any action the Company and/or the Employer, if different, takes with
respect to any or all income tax (including U.S. federal, state and local taxes and/or
non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related
withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability
for all Tax-Related Items legally applicable to the Participant is and remains the
Participant’s responsibility and may exceed the amount actually withheld by the Company or
the Employer. The Participant further acknowledges that the Company and the Employer (i)
make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the
RSUs, the subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of
any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of
the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or
achieve any particular tax result. Further, if the Participant becomes subject to tax in
more than one jurisdiction between the Date of Grant and the date of any relevant taxable
or tax withholding event, as applicable, the Participant acknowledges that the Company
and/or the Employer may be required to withhold or account for Tax-Related Items in more
than one jurisdiction.
	 
	 	(b)	 	Prior to any relevant taxable or tax withholding event, as applicable, the Participant
will pay or make adequate arrangements satisfactory to the Company to satisfy all
Tax-Related Items. In this regard, the Participant authorizes the Company and/or the
Employer, or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the methods set forth below:






	 	(i)	 	the Company may withhold a sufficient number of whole Shares otherwise issuable
upon the vesting of the RSUs that have an aggregate Fair Market Value (as defined under
the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld with
respect to the Shares. The cash equivalent of the Shares withheld will be used to
settle the obligation to withhold the Tax-Related Items (determined by reference to the
closing price of the Common Stock on the New York Stock Exchange on the applicable
vesting date).
	 
	 	(ii)	 	the Company may, in its discretion, withhold any amount necessary to pay the
Tax-Related Items from the Participant’s salary or other amounts payable to the
Participant; or
	 
	 	(iii)	 	the Company may withhold from proceeds of the sale of Shares either through a
voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s
behalf pursuant to this authorization).






	 	 	 	In the event the withholding requirements are not satisfied through the withholding of Shares
or through the Participant’s salary or other amounts payable to the Participant, no Shares
will be issued upon vesting of the RSUs unless and until satisfactory arrangements (as
determined by the Compensation Committee of the Board of Directors) have been made by the
Participant with respect to the payment of any Tax-Related Items which the Company and/or the
Employer determine, in each of its sole discretion, must be withheld or collected with
respect to such RSUs. No fractional Shares will be withheld or issued pursuant to the grant
of the RSUs and the issuance of Shares hereunder. By accepting this grant of RSUs, the
Participant expressly consents to the withholding of Shares and/or cash as provided for
hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in
payment thereof are the Participant’s sole responsibility.






	7.	 	Option of Company to Deliver Cash. Notwithstanding any of the other provisions of
this Agreement and except as set forth in Appendices A and B, where otherwise prohibited under
local law or where cash settlement may present adverse tax consequences to the Participant, at
the time the RSUs vest, the Company may elect, in the sole discretion of the Compensation
Committee of the Board of Directors, to deliver by wire transfer to the Participant in lieu of
Shares an equivalent amount of cash (determined by reference to the closing price of the
Common Stock on the New York Stock Exchange on the applicable vesting date). If the Company
elects to deliver cash to the Participant, the Company is authorized to retain such amount as
is sufficient in the opinion of the Company to satisfy the Tax-Related Items withholding
obligations of the Company pursuant to Section 7 herein.




 









 

















	8.	 	Data Privacy. This Section 8 applies if the Participant resides outside the U.S.:
The Company hereby notifies the Participant of the following in relation to the Participant’s
personal data and the collection, processing and transfer of such data in relation to the
grant of the RSUs and the Participant’s participation in the Plan, pursuant to applicable
personal data protection laws. The collection, processing and transfer of the
Participant’s personal data is necessary for the Company’s administration of the Plan and the
Participant’s participation in the Plan, and the Participant’s denial and/or objection to the
collection, processing and transfer of personal data may affect the Participant’s ability to
participate in the Plan. As such, the Participant voluntarily acknowledges, consents and agrees
(where required under applicable law) to the collection, use, processing and transfer of
personal data as described herein.






	 	 	The Company holds certain personal information about the Participant, including the
Participant’s name, home address and telephone number, date of birth, social security number or
other employee identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all RSUs or any other entitlement to Shares
awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for
the purpose of managing and administering the Plan (“Data”). The Data may be provided by the
Participant or collected, where lawful, from third parties, and the Company will process the
Data for the exclusive purpose of implementing, administering and managing the Participant’s
participation in the Plan. The data processing will take place through electronic and
non-electronic means according to logistics and procedures strictly correlated to the purposes
for which the Data is collected and with confidentiality and security provisions as set forth by
applicable laws and regulations in the Participant’s country of residence. Data processing
operations will be performed minimizing the use of personal and identification data when such
operations are unnecessary for the processing purposes sought. The Data will be accessible
within the Company’s organization only by those persons requiring access for purposes of the
implementation, administration and operation of the Plan and for the Participant’s participation
in the Plan.






	 	 	The Company will transfer Data as necessary for the purpose of implementation, administration
and management of the Participant’s participation in the Plan, and the Company may further
transfer Data to any third parties assisting the Company in the implementation, administration
and management of the Plan. These recipients may be located in the United States, the European
Economic Area, or elsewhere throughout the world. The Participant hereby authorizes (where
required under applicable law) the recipients to receive, possess, use, retain and transfer the
Data, in electronic or other form, for purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of such Data as may be
required for the administration of the Plan and/or the subsequent holding of Shares on the
Participant’s behalf to a broker or other third party with whom the Participant may elect to
deposit any Shares acquired pursuant to the Plan.






	 	 	The Participant may, at any time, exercise the Participant’s rights provided under applicable
personal data protection laws, which may include the right to (a) obtain confirmation as to the
existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the
integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the
Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data
which is not necessary or required for the implementation, administration and/or operation of
the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise
these rights by contacting the Participant’s local HR manager.






	9.	 	Repatriation and Compliance with Laws. The Participant agrees as a condition of the
grant of the RSUs, as applicable, to repatriate all payments attributable to the Shares and/or
cash acquired under the Plan (including, but not limited to, dividends and any proceeds
derived from the sale of the Shares acquired pursuant to the RSUs) in accordance with all
foreign exchange rules and regulations applicable to the Participant. In addition, the
Participant also agrees to take any and all actions, and consent to any and all actions taken
by the Company and its subsidiaries, as may be required to allow the Company and its
subsidiaries to comply with all laws, rules and regulations applicable to the Participant.
Finally, the Participant agrees to take any and all actions as may be required to comply with
the Participant’s personal legal and tax obligations under all laws, rules and regulations
applicable to the Participant.






	10.	 	Miscellaneous.






	 	(a)	 	No Rights to Employment. The grant of the RSUs shall not confer upon the
Participant any right to continue in the employ of the Company or the Employer, nor limit
in any way the right of the Company or the Employer to terminate the Participant’s
employment at any time. The vesting of the RSUs pursuant to Section 2 hereof is earned
only by satisfaction of the performance conditions, if any, and continuing service as an
employee at the will of the Company or the Employer (not through the act of being hired or
engaged or being granted the RSUs hereunder).
	 
	 	(b)	 	Discretionary Nature. The Participant acknowledges and agrees that the Plan is
discretionary in nature and may be amended, cancelled, or terminated by the Company, in its
sole discretion, at any time. The Participant’s participation in the Plan is voluntary.
The grant of the RSUs under the Plan is a one-time benefit and does not create any
contractual or other right to receive a grant of RSUs or any other award under the Plan or
other benefits in lieu thereof in the future. Future grants, if any, will be at the sole
discretion of the Company, including, but not limited to, the form and timing of any grant,
the number of Shares subject to the grant, and the vesting provisions. Any amendment,
modification or termination of the Plan shall not constitute a change or impairment of the
terms and conditions of the Participant’s employment with the Company or the Employer. The
RSUs and income from such RSUs shall not be included in any calculation of severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or
retirement benefits or similar payments.
	 
	 	(c)	 	Exclusion from Termination Indemnities and Other Benefits. This Section 10(c)
applies if the Participant resides outside the U.S.: The value of the RSUs and any other
awards granted under the Plan is an extraordinary item of compensation outside the scope of
the Participant’s employment with the Company or the Employer (and the Participant’s
employment contract, if any). Any grant under the Plan, including the grant of the RSUs,
is not part of normal or expected compensation. Further, the RSUs and the Shares are not
intended to replace any pension rights or compensation.




 









 

















	(d)	 	No Entitlement. This Section 10(d) applies if the Participant resides outside
the U.S.: In consideration of the grant of RSUs, no claim or entitlement to compensation
or damages shall arise from forfeiture of the RSUs resulting from termination of the
Participant’s employment with the Company or the Employer (for any reason whatsoever and
whether or not in breach of local labor laws), and the Participant irrevocably releases the
Company from any such claim that may arise; if, notwithstanding the foregoing, any such
claim is found by a court
of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have
waived the Participant’s entitlement to pursue such claim.






	(e)	 	Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall be severable and enforceable to
the extent permitted by law.






	(f)	 	Waiver. Any provision for the benefit of the Company contained in this
Agreement may be waived, either generally or in any particular instance, by the
Compensation Committee of the Board of Directors of the Company.






	(g)	 	Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the Company and the Participant and their respective heirs, executors, administrators,
legal representatives, successors and assigns, subject to the restrictions on transfer set
forth in Section 3 of this Agreement.






	(h)	 	Notice. Each notice relating to this Award shall be in writing (which shall
include electronic form) and delivered in person, electronically or by first class mail,
postage prepaid, to the address as hereinafter provided. Each notice shall be deemed to
have been given on the date it is received. Each notice to the Company shall be addressed
to it at its offices at Analog Devices, Inc., One Technology Way, Norwood, Massachusetts,
02062, Attention: Chief Financial Officer. Each notice to the Participant shall be
addressed to the Participant at the Participant’s last known mailing or email address, as
applicable, on the records of the Company.






	(i)	 	Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural, and vice versa.






	(j)	 	Entire Agreement. This Agreement and the Plan constitute the entire
understanding between the parties, and supersede all prior agreements and understandings,
relating to the subject matter of these documents.






	(k)	 	Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without regard to
any applicable conflicts of laws.






	(l)	 	Interpretation. The interpretation and construction of any terms or conditions
of this Agreement or the Plan, or other matters related to the Plan, by the Compensation
Committee of the Board of Directors of the Company shall be final and conclusive.






	(m)		Participant’s Acceptance. The Participant is urged to read this Agreement
carefully and to consult with his or her own legal counsel regarding the terms and
consequences of this Agreement and the legal and binding effect of this Agreement. By
virtue of his or her acceptance of this Award, the Participant is deemed to have accepted
and agreed to all of the terms and conditions of this Agreement and the provisions of the
Plan.






	(n)	 	Electronic Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to the RSUs or other awards granted to the Participant under
the Plan by electronic means. The Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or electronic
system established and maintained by the Company or a third party designated by the
Company.






	(o)	 	English Language. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Agreement, the Plan and all other documents, notices
and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up
in English. If the Participant has received this Agreement, the Plan or any other
documents related to the RSUs translated into a language other than English, and if the
meaning of the translated version is different than the English version, the English
version shall control.






	(p)	 	Appendices A and B. Notwithstanding any provisions herein to the contrary, if
the Participant transfers the Participant’s residence and/or employment to a country other
than the United States, the RSUs shall be subject to any special terms and conditions for
such country as may be set forth in Appendices A and B to this Agreement. Moreover, if the
Participant relocates to one of the countries included in Appendices A and B, the special
terms and conditions for such country will apply to the Participant, to the extent the
Company determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan.
The Appendices A and B constitute part of this Agreement.






	(q)	 	Additional Requirements. The Company reserves the right to impose other
requirements on the RSUs, any Shares acquired pursuant to the RSUs, and the Participant’s
participation in the Plan, to the extent the Company determines, in its sole discretion,
that such other requirements are necessary or advisable in order to comply with local law
or to facilitate the administration of the Plan. Such requirements may include (but are
not limited to) requiring the Participant to sign any agreements or undertakings that may
be necessary to accomplish the foregoing.






	(r)	 	Private Placement. The Company has submitted filings in the United States in
connection with the stock incentive plan under which this Award was made. The Company has
not submitted any registration statement, prospectus or other filings with other local
securities authorities (unless otherwise required under such local law), and the grant of
the Award is not intended to be a public offering of securities in any other jurisdiction
or subject to the supervision of other local securities authorities.




 









 

















	(s)	 	Changes in Capitalization. In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification of shares,
spin-off or other similar change in capitalization or event, or any non-cash distribution
to holders of Common Stock, the number of RSUs, and Shares issuable upon vesting and
conversion thereof, shall be appropriately adjusted in such manner as shall be determined
by the Compensation Committee of the Board of Directors of the Company.






	(t)	 	No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Participant’s
participation in the Plan, or the Participant’s acquisition or sale of Shares. The
Participant is hereby advised to consult with his or her own personal tax, legal and
financial advisors regarding his or her participation in the Plan before taking any action
related to the Plan.





	 	 	 	 	 	 	 	 
	 	 	 	 
	/s/ Ray Stata
 	 	/s/ Jerald G.  Fishman
 	 
	Ray Stata                   	 	Jerald G.  Fishman 	 
	Chairman of the Board 	 	President & Chief Executive Officer