exv10w1






Exhibit
10.1








2006 STOCK INCENTIVE PLAN

GLOBAL NON-QUALIFIED STOCK OPTION AGREEMENT

Private & Confidential (Addressee Only)



{EMPNAME}

{EMPNUMBER}



We are pleased to advise the Optionee (the “Optionee”) that Analog Devices, Inc., a Massachusetts
corporation (the “Company”), has granted to the Optionee an option to purchase that number of
shares of Common Stock set forth below (the “Option”) subject to the terms and conditions of the
Analog Devices, Inc. 2006 Stock Incentive Plan (the “Plan”), and this Global Non-Qualified Stock
Option 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 (this agreement and Appendices A and B, collectively, the “Agreement”). The grant of this
Option reflects the Company’s confidence in the Optionee’s commitment and contributions to the
success and continued growth of the Company.



All terms not defined herein shall have the meanings assigned to such terms in the Plan.





	1.	 	Grant of Option. Subject to the terms and conditions of the Plan and this Agreement,
the Company has granted to the Optionee an Option to purchase that number of shares of the
Company’s Common Stock (the “Option Shares”) effective on the Date of Grant set forth below:





	 	 	 	 	 	 

	 	Date of Grant:
	 	{GRANTDATE}
	 	Number of Option Shares Granted:
	 	{SHARESGRANTED}
	 	Option Exercise Price Per Share:
	 	{EXERCISEPRICE}







	2.	 	Vesting and Exercise of Option. Subject to the Optionee’s continued employment with
the Company or the Employer (as defined in 3(h) below) and other limitations set forth in this
Agreement and the Plan, the Option will vest as to a set number of shares on each of the
vesting dates set out in the following schedule:





	 	 	 
	VEST DATE	 	NUMBER OF SHARES
	 
	 	 
	{VESTDATE1}
	 	{SHARES1}
	{VESTDATE2}
	 	{SHARES2}
	{VESTDATE3}
	 	{SHARES3}
	{VESTDATE4}
	 	{SHARES4}
	{VESTDATE5}
	 	{SHARES5}





The right of exercise is cumulative, so that an Option, once vested, may be exercised, in whole or
in part, at any time up to {EXPDATE}, the expiration date, or such earlier date as provided in
Section 3 below or in the country-specific provisions in Appendix A.





	3.	 	Term of Option; Termination of Employment.






	 	(a)	 	The term of the Option is ten (10) years after the Date of Grant, subject, however, to
the early termination provisions set forth herein.
	 
	 	(b)	 	Except as otherwise provided herein, the Option shall be exercisable by the Optionee
(or his/her successor in interest) following the termination of the Optionee’s employment
only to the extent that the Option was vested on or prior to the date of such termination.
	 
	 	(c)	 	The vesting of the Option shall terminate on the date the Optionee voluntarily
terminates employment with the Company or the Employer (as defined in Section
3(h))(except by reason of retirement after attaining age 60 as provided below) or on the
date his/her employment is terminated by the Company or the Employer without “Cause” (as
defined in paragraph 4), but any Option Shares that are vested on the date of such
termination shall continue to be exercisable for a period of three (3) months following
such termination date.
	 
	 	(d)	 	The Option shall terminate on the date the Optionee’s employment with the Company or
the Employer is terminated by the Company or one of its subsidiaries for “Cause”,
and all Option Shares that are then vested shall forthwith cease to be exercisable. “Cause”
for this purpose means unsatisfactory job performance (as determined by the Company),
willful misconduct, fraud, gross negligence, disobedience or dishonesty.
	 
	 	(e)	 	Upon the death of the Optionee while he/she is an employee of the Company or
the Employer, the Option shall become immediately vested in full as to all shares on the
date of death and shall continue to be exercisable (by the Optionee’s successor in
interest) over the remaining term of the Option.




 









 

















	 	(f)	 	If the Optionee’s employment with the Company or the Employer terminates by reason of
the retirement of the Optionee after attaining age 60, the vesting of the Option shall
terminate on the date of such retirement, but any Option Shares that are vested on the date
of such retirement shall continue to be exercisable over the remaining term of the Option;
provided that all then-exercisable Option Shares held by such Optionee shall immediately
cease to be exercisable in the event that such Optionee becomes an employee of any
competitor of the Company or the Employer (as determined in the sole discretion of the
Company).
	 
	 	(g)	 	If the Optionee becomes Disabled (as defined below), regardless of whether Optionee
terminates employment with the Company or the Employer, the Option Shares that are not
vested as of the date of disability shall vest on the date or dates (over the remaining
term of the Option) that they otherwise would have vested if the Optionee had not become
Disabled. Any Option Shares that are vested upon disability prior to giving effect to this
provision shall continue to be vested over the remaining term of the Option. For the
purpose of this Agreement, “Disabled” is defined pursuant to Internal Revenue Code
Section 22(e)(3) and means the Optionee’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.
	 
	 	(h)	 	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 an Optionee transfer employment to
become a director, consultant or advisor to the Company or the Employer following the Date
of Grant, he or she will 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.






	4.	 	Payment of Exercise Price. The following payment methods may be used to purchase
Option Shares:






	 	(a)	 	A cashless exercise in a manner described in Section 5(f)(2) of the Plan.
	 
	 	(b)	 	Cash or check payable to the Company.
	 
	 	(c)	 	Delivery by the Optionee of shares of Common Stock of the Company owned by the Optionee
and subject to such other terms and conditions contained in the Plan.
	 
	 	(d)	 	Any combination of the above methods.






	5.	 	Non-Transferability of Option. Except as provided by will or the laws of descent and
distribution or as permitted by the Plan, this Option is personal and no rights granted
hereunder shall be transferred, assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise), nor shall any such rights be subject to execution, attachment
or similar process.
	 
	6.	 	Adjustment. This Option is subject to adjustment (including with respect to vesting
of the Option Shares) upon certain changes in the Company’s common stock and certain other
events, including a Change in Control Event or a Reorganization Event, as provided in Section
11 of the Plan.
	 
	7.	 	Withholding Taxes. Regardless of any action the Company or the Employer, if
different, takes with respect to any or all income tax, social insurance, payroll tax, payment
on account or other tax related items related to the Optionee’s participation in the Plan and
legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the
ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and
may exceed the amount actually withheld by the Company or the Employer. The Optionee further
acknowledges that the Company and/or the Employer (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Option,
including, but not limited to, the grant, vesting or exercise of the Option, the subsequent
sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and
(ii) do not commit to and are under no obligation to structure the terms of the grant or any
aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or
achieve any particular tax result. Further, if the Optionee has become 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 Optionee acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
	 
	 	 	Prior to the relevant taxable or tax withholding event, as applicable, the Optionee will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items. In this regard, the Optionee 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 following: (i) withholding from the Optionee’s
wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or
(ii) withholding from proceeds of the sale of Option Shares acquired at exercise of the Option
either through a voluntary sale or through a mandatory sale arranged by the Company (on the
Optionee’s behalf pursuant to this authorization); or (iii) withholding a sufficient number of
whole Option Shares otherwise issuable upon the exercise of the Option 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 exercised Option. The cash equivalent of the Option
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 exercise date).
	 
	 	 	To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in whole
Option Shares, for tax purposes, the Optionee is deemed to have been issued the full number of
Option Shares subject to the exercised Options, notwithstanding that a number of the Option
Shares are held back solely for the purpose of paying the Tax-Related Items due as a




 









 










	 	 	result of any aspect of the Optionee’s participation in the Plan. No fractional Option Shares
will be withheld or issued pursuant to the grant of the Option and the issuance of Option Shares
hereunder.






	 	 	Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a result of the
Optionee’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the shares or the proceeds of the sale of Option
Shares, if the Optionee fails to comply with the Optionee’s obligations in connection with the
Tax-Related Items.






	8.	 	Nature of Grant. In accepting the Option, the Optionee acknowledges, understands and
agrees that:






	 	(a)	 	the Plan is established voluntarily by the Company, it is discretionary in nature, and
may be amended, suspended or terminated by the Company at any time;
	 
	 	(b)	 	the grant of the Option is voluntary and occasional and does not create any contractual
or other right to receive future grants of options, or benefits in lieu of options, even if
options have been granted repeatedly in the past;
	 
	 	(c)	 	all decisions with respect to future option grants, if any, will be at the sole
discretion of the Company;
	 
	 	(d)	 	the Optionee’s participation in the Plan shall not create a right to further employment
with the Employer and shall not interfere with the ability of the Employer to terminate the
Optionee’s employment or service relationship (if any) at any time;
	 
	 	(e)	 	the Optionee is voluntarily participating in the Plan;
	 
	 	(f)	 	the Option and any Option Shares acquired under the Plan are not part of normal or
expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or relating in
any way to, past services for the Company or the Employer;
	 
	 	(g)	 	the Option grant and the Optionee’s participation in the Plan will not be interpreted
to form an employment or service contract or relationship with the Company or the Employer;
	 
	 	(h)	 	the future value of the Option Shares underlying the Option is unknown and cannot be
predicted with certainty;
	 
	 	(i)	 	if the underlying Option Shares do not increase in value, the Option will have no
value;
	 
	 	(j)	 	if the Optionee exercises the Option and acquires Option Shares, the value of such
Option Shares may increase or decrease in value, even below the Exercise Price;
	 
	 	(k)	 	for Optionees who reside outside the U.S., the following additional provisions shall
apply:






	 	(i)  	 	the Option and any Option Shares acquired under the Plan are not intended
to replace any pension rights or compensation;
	 
	 	(ii)  	 	the Option and any Option Shares acquired under the Plan are
extraordinary items that do not constitute compensation of any kind for services of
any kind rendered to the Company or the Employer, and which is outside the scope of
the Optionee’s employment or service contract, if any; and
	 
	 	(iii)	 	no claim or entitlement to compensation or damages shall arise from
forfeiture of the Option resulting from termination of the Optionee’s employment by
the Company or the Employer (for any reason whatsoever and whether or not in breach
of local labor laws) and in consideration of the grant of the Option to which the
Optionee is otherwise not entitled, the Optionee irrevocably agrees never to
institute any claim against the Company or the Employer, waive his or her ability,
if any, to bring any such claim, and release the Company and the Employer from any
such claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, the Optionee shall be
deemed irrevocably to have agreed not to pursue such claim and agree to execute any
and all documents necessary to request dismissal or withdrawal of such claims.






	9.	 	No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the Optionee’s participation
in the Plan, or the Optionee’s acquisition or sale of the underlying Option Shares. The
Optionee 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.






	10.	 	Data Privacy. This Section 10 applies if the Optionee resides outside the U.S.: The
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Optionee’s personal data as described in this Agreement and
any other Option grant materials by and among, as applicable, the Employer, the Company and
its subsidiaries for the exclusive purpose of implementing, administering and managing the
Optionee’s participation in the Plan.






	     	 	The Optionee understands that the Company and the Employer may hold certain personal information
about the Optionee, including, but not limited to, the Optionee’s name, home address and
telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the Company, details of all
Options or any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).




 









 

















	 	 	The Optionee understands that Data will be transferred to such other stock plan service provider
as may be selected by the Company that assists the Company with the implementation,
administration and management of the Plan. The Optionee understands that the recipients of the
Data may be located in the United States or elsewhere, and that the recipient’s country (e.g.,
the United States) may have different data privacy laws and protections than the Optionee’s
country. The Optionee understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting the Optionee’s local human
resources representative. The Optionee authorizes the Company, the stock plan service provider,
and any other possible recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purpose of implementing, administering and
managing his or her participation in the Plan. The Optionee understands that Data will be held
only as long as is necessary to implement, administer and manage the Optionee’s participation in
the Plan. The Optionee understands that he or she may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing his or her local human resources representative. The Optionee
understands, however, that refusing or withdrawing his or her consent may affect the Optionee’s
ability to participate in the Plan. For more information on the consequences of the Optionee’s
refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact
his or her local human resources representative.
	 
	11.	 	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.
	 
	12.	 	Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to current or future participation in the Plan by electronic means. The
Optionee 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.
	 
	13.	 	Language. If the Optionee has received this Agreement, or any other document related
to the Option and/or the Plan translated into a language other than English and if the meaning
of the translated version is different than the English version, the English version will
control.
	 
	14.	 	Severability. The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
	 
	15.	 	Appendices. The Option shall be subject to any special provisions set forth in the
Appendices for the Optionee’s country of residence, if any. If the Optionee relocates to one
of the countries included in the Appendices during the life of the Option, the special
provisions for such country shall apply to the Optionee, to the extent the Company determines
that the application of such provisions is necessary or advisable in order to comply with
local law or facilitate the administration of the Plan. The Appendices constitute part of
this Agreement.
	 
	16.	 	Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Option and the Option Shares purchased upon exercise of the Option, to the
extent the Company determines it is necessary or advisable in order to comply with local laws
or facilitate the administration of the Plan, and to require the Optionee to sign any
additional agreements or undertakings that may be necessary to accomplish the foregoing.




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). If the Optionee is
unable to access this information via the Intranet, ADI’s or the Optionee’s regional stock plan
administrator can provide the Optionee with copies.




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