Exhibit 10.1

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT is made as of November 14, 2005 (the "Effective
Date"), by and between Analog Devices, Inc., a Massachusetts corporation (the
"Corporation"), and Jerald G. Fishman (the "Executive").

     The Corporation, on behalf of itself and its shareholders, wishes to
continue to retain the Executive as an integral part of the management of the
Corporation.

     IT IS, THEREFORE, AGREED:

     1.   Term of Agreement. The term of this Agreement shall commence as of the
Effective Date and, subject to Sections 4 and 9.9, expire on November 14, 2010;
provided that such initial term may be extended by mutual written agreement of
the Executive and the Company for successive one-year periods following the
expiration of the initial term or any extension thereof, as the case may be
(such term, as it may be extended, the "Employment Period").

     2.   Position and Duties.

          2.1. The Corporation hereby agrees to continue to employ Executive as
               President and Chief Executive Officer of the Corporation.
               Executive shall report to the Board of Directors of the
               Corporation (the "Board") and shall have such authority, duties
               and responsibilities as shall be consistent with those of the
               president and chief executive officer of a publicly traded
               corporation.

          2.2. Executive hereby accepts such continued employment and agrees to
               continue to undertake the duties and responsibilities set forth
               in Section 2.1. Executive shall devote his full business time and
               attention to the business of the Corporation during the
               Employment Period, provided, however, that Executive may (i)
               serve on civic, educational, philanthropic or charitable boards
               or committees, (ii) deliver lectures and fulfill speaking
               engagements and (iii) serve on the boards and committees of other
               companies with the prior approval of the Board.

     3.   Compensation.

          3.1. Base Salary. During the Employment Period, the Corporation shall
               pay to Executive a base salary at an annual rate equal to
               $930,935 for each year of the Employment Period, as adjusted
               below ("Base Salary"), payable in accordance with the regular pay
               policy of the Corporation. During the Employment Period, Base
               Salary may be increased, but not decreased, at the discretion of
               the Board or the Compensation Committee thereof, provided that
               the Board or Compensation Committee may decrease the Base Salary
               to the extent such decrease is consistent with a salary reduction
               generally applicable to the executive officers of the
               Corporation.


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          3.2. Bonus. During the Employment Period, Executive shall be entitled
               to an annual bonus of up to such amount, and based on such
               performance objectives, as shall be established by the
               Compensation Committee of the Board. The performance objectives
               shall be reasonably achievable and shall be consistent with the
               business objectives of the Corporation.

          3.3. Welfare Benefit Plans, Etc. During the Employment Period,
               Executive and/or Executive's family, as the case may be, shall be
               eligible for participation in and shall receive benefits under
               each welfare benefit, savings, retirement and similar plan of the
               Corporation generally available to executives of the Corporation,
               including, without limitation, all medical, prescription, dental,
               disability, life, accidental death and travel accident insurance
               plan and programs of the Corporation.

          3.4. Expenses. During the Employment Period, Executive shall be
               entitled to receive prompt reimbursement for all reasonable
               expenses incurred by Executive in the performance of his duties
               hereunder, subject to the submission of such written
               documentation as the Corporation may reasonably require in
               accordance with its standard expense reimbursement practices and
               policies.

          3.5. Vacation. During the Employment Period, Executive shall be
               entitled to five weeks per fiscal year of paid vacation.

          3.6. Equity Incentives. For each fiscal year during the Employment
               Period, the Executive shall be entitled to receive annual equity
               awards under the Corporation's equity incentive program in
               amounts and of a type to be determined by the Board or
               Compensation Committee of the Board.

          3.7. Long-Term Retention Arrangement. The Compensation Committee of
               the Board and the Executive shall, as soon as practicable after
               the Effective Date, seek to establish a long-term equity and/or
               cash retention arrangement for Executive upon such terms as may
               be agreed upon by the Executive and the Compensation Committee of
               the Board.

          3.8. Other. The Corporation shall reimburse Executive for up to
               $50,000 of his documented expenses incurred each year for
               financial, tax and estate planning services.

     4.   Termination. This Agreement, and Executive's employment hereunder,
shall terminate under the following circumstances:

          4.1. Death or Disability. This Agreement and the Employment Period
               shall terminate automatically upon Executive's death. The
               Corporation may terminate this Agreement, after having
               established Executive's Disability, by giving to Executive
               written notice of its intention to terminate Executive's
               employment. In such a case, Executive's employment with the
               Corporation shall terminate effective on the 180th day after
               receipt of such notice (the "Disability Effective Date"),


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               provided that, within 180 days after such receipt, Executive
               shall not have returned to full performance of Executive's
               duties. For purposes of this Agreement, "Disability" means
               personal injury, illness or other cause which, after the
               expiration of not less than 180 days after its commencement,
               renders Executive unable to perform his duties with substantially
               the same level of quality as immediately prior to such incident
               and such disability is determined to be total and permanent by a
               physician selected by the Corporation or its insurers and
               acceptable to Executive or Executive's legal representative (such
               agreement as to acceptability not to be withheld unreasonably).

          4.2. With or Without Cause. The Corporation may terminate Executive's
               employment with or without "Cause." The Employment Period shall
               immediately end upon a termination by the Corporation with Cause.
               For purposes of this Agreement, "Cause" means (i) the willful and
               continued failure of Executive to perform substantially his
               duties with the Corporation (other than any such failure
               resulting from Executive's incapacity due to physical or mental
               illness) after a written demand for substantial performance is
               delivered to Executive by the Board which specifically identifies
               the manner in which the Board believes that Executive has not
               substantially performed Executive's duties, (ii) the willful
               engaging by Executive in gross and reckless negligence which
               materially and adversely affects the Corporation's business;
               (iii) Executive's willful engaging in conduct that is materially
               injurious to the Corporation; (iv) Executive's conviction (by a
               court of competent jurisdiction, not subject to further appeal)
               of, or pleading guilty to, a felony, or (v) a material breach of
               any of Executive's obligations not to compete with the
               Corporation or to maintain the confidentiality of its
               confidential and proprietary information.

               For purpose of this Section 4.2, no act or failure to act by
               Executive shall be considered "willful" unless done or omitted to
               be done by Executive in bad faith and without reasonable belief
               that Executive's action or omission was in the best interests of
               the Corporation. Any act, or failure to act, based upon authority
               given pursuant to a resolution duty adopted by the Board or based
               upon the advice of counsel for the Corporation shall be
               conclusively presumed to be done, or omitted to be done, by
               Executive in good faith and in the best interests of the
               Corporation. Cause shall not exist unless and until (a) in the
               event of any Cause defined and clauses (i), (ii), (iii) and (v)
               above, a written noticed has been provided to the Executive by
               the Board specifically identifying the Cause that is the basis
               for the Board's determination and Executive has failed to cure or
               remedy the action or omission so identified within a period of 30
               days after Executive's receipt of such notice (unless the action
               or omission is of a nature that it cannot be cured or remedied),
               and (b) the Corporation has delivered to Executive, along with
               the Notice of Termination for Cause, a copy of a resolution duly
               adopted by the Board (excluding Executive if Executive is a Board
               member) at a meeting of the Board called and held for such
               purpose (after reasonable notice to Executive and an opportunity


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               for Executive, together with counsel, to be heard before the
               Board), finding that in the good faith opinion of the Board an
               event set forth in clauses (i) to (v) above has occurred and
               specifying the particulars thereof in detail. If the Board does
               not notify Executive that any occurrence or event shall
               constitute "Cause" within sixty (60) days following the Board's
               first knowledge of such occurrence or event, such occurrence or
               event shall not constitute Cause under this Agreement. Any
               events, facts or circumstances known to the Board that have
               occurred prior to the Effective Date, and any consequences
               thereof (whether before or after the Effective Date), shall not
               constitute "Cause" under this Agreement.

          4.3. With or Without Good Reason. Executive's employment may be
               terminated by Executive with or without Good Reason. The
               Employment Period shall immediately end upon a termination by
               Executive without Good Reason. For purposes of this Agreement,
               "Good Reason" means:

               (i)  (a) the assignment to Executive of any duties inconsistent
                    in any material respect with his position as Chief Executive
                    Officer of the Corporation or any other action by the
                    Corporation that results in a material diminution in his
                    authority, duties or responsibilities, excluding for this
                    purpose an isolated, insubstantial and inadvertent action
                    not taken in bad faith that is remedied by the Corporation
                    properly after receipt of notice thereof given by Executive
                    to the Board, or (b) a material and adverse change in
                    Executive's titles or offices (including his position as
                    President and Chief Executive Officer) with the Corporation;

               (ii) any failure by the Corporation to comply in any material
                    respect with any of the provisions of Section 3 of this
                    Agreement;

               (iii) the Corporation requiring Executive to be based at any
                    office or location more than 50 miles from Norwood,
                    Massachusetts, or requiring Executive to travel in the
                    performance of his duties significantly more extensively
                    than the customary travel requirements of Executive as of
                    the Effective Date;

               (iv) any purported termination by the Corporation of Executive's
                    employment otherwise than as permitted by this Agreement, it
                    being understood that any such purported termination shall
                    not be effective for any purpose of this Agreement; or

               (v)  any failure by the Corporation to comply with and satisfy
                    Section 8.3 of this Agreement by causing any successor to
                    the Corporation to expressly assume and agree to perform
                    this Agreement with Executive, to the full extent set forth
                    in said Section 8.3;


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Notwithstanding the foregoing, a termination by Executive with Good Reason shall
be effective only if, within 30 days following the delivery of a Notice of
Termination for Good Reason by Executive to the Corporation, the Corporation has
failed to cure the circumstances giving rise to Good Reason to the reasonable
satisfaction of Executive.

          4.4. Expiration of the Employment Period. This Agreement shall
               terminate upon the expiration of the Employment Period.

          4.5. Notice of Termination. Any termination by the Corporation with or
               without Cause or by Executive with or without Good Reason shall
               be communicated by Notice of Termination to the other party
               hereto given in accordance with Section 9.6 of this Agreement.
               For purposes of this Agreement, a "Notice of Termination" means a
               written notice which (i) indicates the specific termination
               provision in this Agreement relied upon, (ii) sets forth in
               reasonable detail the facts and circumstances claimed to provide
               a basis for termination of Executive's employment under the
               provision so indicated and (iii) if the termination date is other
               than the date of receipt of such notice, specifies the proposed
               termination date.

     5.   Obligations of the Corporation Upon Termination.

          5.1. Death. If Executive's employment is terminated by reason of
               Executive's death, the Corporation shall:

               a.   pay Executive's estate, to the extent not previously paid,
                    Executive's Base Salary, and accrued vacation pay, through
                    the date of termination; and

               b.   provide those death benefits to which Executive is entitled
                    at the date of Executive's death under any death benefit
                    plans, policies or arrangements of the Corporation.

          5.2. Disability. If Executive's employment is terminated by reason of
               Executive's disability, the Corporation shall: a. pay to
               Executive, to the extent not previously paid, Executive's Base
               Salary, and accrued vacation pay, through the date of
               termination; and

               b.   provide those benefits to which Executive is then entitled
                    under any disability plan, policies or arrangements of the
                    Corporation.

          5.3. Cause or Without Good Reason. If Executive's employment shall be
               terminated (i) by the Corporation with Cause, or (ii) by
               Executive without Good Reason, the Corporation shall pay
               Executive his Base Salary through the date of termination and any
               accrued vacation pay, and shall have no further obligations to
               Executive under this Agreement.


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          5.4. Without Cause or With Good Reason. If Executive's employment
               shall be terminated (i) by the Corporation without Cause, or (ii)
               by Executive with Good Reason, the Corporation shall:

               a.   pay to Executive, to the extent not previously paid,
                    Executive's Base Salary, and accrued vacation pay, through
                    the date of termination;

               b.   pay Executive, in a lump sum in cash, within thirty (30)
                    days after the date of termination, an amount equal to (i)
                    his Base Salary at the time of termination plus his Target
                    annual bonus (i.e., the agreed upon percentage of his Base
                    Salary) for the fiscal year in which termination occurs,
                    multiplied by (ii) a number equal to the lesser of (A) three
                    (3) and (B) the number of full years (plus a fraction
                    representing any partial year) remaining in the Employment
                    Period immediately prior to such termination.

               c.   provide to Executive the medical and dental benefits, or
                    payment in lieu of such benefits, available to Executive
                    immediately prior to such termination, for the remainder of
                    the Employment Period (notwithstanding the termination
                    thereof by reason of this Section 5).

               In addition, upon any termination of Executive's employment
               during the Employment Period in accordance with this Section 5.4,
               all then unvested outstanding stock options to purchase common
               stock of the Corporation held by Executive shall become fully
               vested and exercisable in full.

     6.   Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit Executive's continuing or future participation in any benefit, bonus,
incentive (whether cash or equity based, or otherwise) or other plan or program
provided by the Corporation or any of its affiliated companies and for which
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as Executive may have under any stock option or other agreements with the
Corporation. Amounts which are vested benefits or which Executive is otherwise
entitled to receive under any plan or program of the Corporation or any of its
affiliated companies at or subsequent to the date on which Executive's
employment is terminated shall be payable in accordance with such plan or
program. Anything herein to the contrary notwithstanding, if Executive becomes
entitled to payments pursuant to Section 5 hereof, the Executive agrees to waive
payments under any severance plan or program of the Corporation.

     7.   Noncompetition; Nondisclosure; Nonsolicitation.

          7.1. Executive hereby covenants and agrees that, during the period of
               Executive's employment with the Corporation and for two years
               thereafter (the "Covenant Period"), he shall not, without the
               prior written consent of the Corporation, engage in Competition
               (as defined below) with the Corporation. For purposes of this
               Agreement, if Executive takes any of the following actions he
               shall be engaged in "Competition": engaging in or carrying on,


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               directly or indirectly, any enterprise, whether as an advisor,
               principal, agent, partner, officer, director, employee,
               stockholder, associate or consultant to any person, partnership,
               corporation or any other business entity, that is principally
               engaged in any business operating within the United States of
               America, which is involved in business activities which are the
               same as, similar to or in competition with the principal business
               activities carried on by the Corporation, or being definitely
               planned by the Corporation, at the time of the termination of the
               Executive's employment; provided,, however, that "Competition"
               shall not include (i) the passive ownership of securities in any
               public enterprise and exercise of rights related thereto, so long
               as such securities represent no more than five percent of the
               voting power of all securities of such enterprise or (ii) the
               indirect ownership of securities through ownership of shares in a
               registered investment company.

          7.2. Executive shall not, without the Corporation's prior written
               consent, disclose or use any non-public confidential information
               of or relating to the Corporation, whether disclosed to or
               learned by Executive during the course of his employment or
               otherwise, so long as such information is not publicly known or
               available, except for such disclosures as are required by law or
               in connection with Executive's performance of services to the
               Corporation hereunder. Executive further agrees that he shall not
               make any statements at any time that disparage the reputation of
               the Corporation or any of its affiliates. For purposes of this
               Section 7, the term "affiliate" of the Corporation means the
               Board, any and all Committees of the Board (the "Committees") and
               any and all individual members of either the Board or any of the
               Committees, in their capacity as such, and any employee or
               officer of the Corporation.

          7.3. Executive hereby covenants and agrees that, during the Covenant
               Period, he shall not: (A) attempt to influence, persuade or
               induce, or assist any other person in so influencing, persuading
               or inducing, (i) any customer of the Corporation to give up, or
               to not commence, a business relationship with the Corporation and
               (ii) any employee of the Corporation to cease such employment, or
               (B) hire, or assist any other person in hiring, any person who
               voluntarily ceased being an employee of the Company within six
               months prior to such hiring.

          7.4. Executive agrees that all processes, technologies, designs and
               inventions ("Inventions"), including new contributions,
               improvements, ideas and discoveries, whether patentable or not,
               conceived, developed, invented or made by him during the
               Employment Period shall belong to the Corporation, provided that
               such Inventions grew out of Executive's work for the Corporation,
               are related in any manner to the business (commercial or
               experimental) of the Corporation or are conceived or made on the
               Corporation's time or with the use of the Corporation's
               facilities or materials. Executive shall further: (a) promptly
               disclose such Inventions to the Corporation; (b) assign to the
               Corporation, without additional compensation, all patent and


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               other rights to such Inventions for the United States and foreign
               countries; (c) sign all papers necessary to carry out the
               foregoing; and (d) give testimony in support of the status of
               Executive as the inventor of such Inventions. Executive agrees
               mat he will not assert any rights to any Invention as having been
               made or acquired by him prior to the Effective Date, except for
               Inventions, if any, disclosed to the Corporation in writing prior
               to the Effective Date.

          7.5. Executive acknowledges and agrees that the remedy at law
               available to the Corporation for breach of any of his obligations
               under Section 7 of this Agreement would be inadequate, and that
               damages flowing from such a breach may not readily be susceptible
               to being measured in monetary terms. Accordingly, Executive
               acknowledges, consents and agrees that, in addition to any other
               rights or remedies which the Corporation may have at law, in
               equity or under this Agreement, upon adequate proof of his
               violation of any provision of Section 7 of this Agreement, the
               Corporation shall be entitled to immediate injunctive relief and
               may obtain a temporary order restraining any threatened or
               further breach, without the necessity of proof of actual damage.

          7.6. Executive acknowledges and agrees that the covenants set forth in
               Section 7 of this Agreement are reasonable and valid in
               geographical and temporal scope and in all other respects. If any
               of such covenants or such other provisions of this Agreement are
               found to be invalid or unenforceable by a final determination of
               a court of competent jurisdiction (i) the remaining terms and
               provisions hereof shall be unimpaired and (ii) the invalid or
               unenforceable term or provision shall be deemed replaced by a
               term or provision that is valid and enforceable and that comes
               closest to expressing the intention of the invalid or
               unenforceable term or provision.

          7.7. Executive understands that the provisions of Section 7 of this
               Agreement may limit his ability to earn a livelihood in a
               business similar to the business of the Corporation but he
               nevertheless agrees and hereby acknowledges that (i) such
               provisions do not impose a greater restraint than is necessary to
               protect the goodwill or other business interests of the
               Corporation, (ii) such provisions contain reasonable limitations
               as to time and scope of activity to be restrained, (iii) such
               provisions are not harmful to the general public, (iv) such
               provisions are not unduly burdensome to Executive, and (v) the
               consideration provided hereunder is sufficient to compensate
               Executive for the restrictions contained in Section 7 of this
               Agreement. In consideration of the foregoing and in light of
               Executive's education, skills and abilities, Executive agrees
               that he shall not assert that, and it should not be considered
               that, any provisions of Section 7 otherwise are void, voidable or
               unenforceable or should be voided or held unenforceable.

          7.8. If Executive violates any of the restrictions contained in
               Section 7 of this Agreement, the restrictive period shall not run
               in favor of the Executive from the time of the commencement of


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               any such violation until such time as such violation shall be
               cured by the Executive to the satisfaction of the Corporation.

     8.   Successors.

          8.1. This Agreement is personal to Executive and without the prior
               written consent of the Corporation shall not be assignable by
               Executive otherwise than by will or the laws of descent and
               distribution. This Agreement shall inure to the benefit of and be
               enforceable by Executive's legal representatives.

          8.2. This Agreement shall inure to the benefit of and be binding upon
               the Corporation and its successors.

          8.3. The Corporation will require any successor (whether direct or
               indirect, by purchase, merger, consolidation or otherwise) to all
               or substantially all of the business and/or assets of the
               Corporation to expressly assume and agree to perform this
               Agreement in the same manner and to the same extent that the
               Corporation would be required to perform it if no such succession
               had taken place. As used in this Agreement, "Corporation" shall
               mean the Corporation as hereinbefore defined and any successor to
               its business and/or assets as aforesaid which assumes and agrees
               to perform this Agreement by operation of law, or otherwise.

     9.   Miscellaneous.

          9.1. This Agreement shall be governed by and construed in accordance
               with the laws of the Commonwealth of Massachusetts without
               reference to principles of conflict of laws. The parties hereto
               agree that exclusive jurisdiction of any dispute regarding this
               Agreement shall be the state or federal courts located in Boston,
               Massachusetts.

          9.2. In the event of any termination of Executive's employment
               hereunder, Executive shall be under no obligation to seek other
               employment or otherwise mitigate the obligations of the
               Corporation under this Agreement, and there shall be no offset
               against amounts due Executive under this Agreement on account of
               amounts purportedly owing by Executive to the Corporation. Any
               amounts due to Executive under this Agreement upon termination of
               employment are considered to be reasonable by the Corporation and
               are not in the nature of a penalty.

          9.3. The captions of this Agreement are not part of the provisions
               hereof and shall have no force or effect.

          9.4. This Agreement may not be amended or modified otherwise than by a
               written agreement executed by the parties hereto or their
               respective successors and legal representatives.


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          9.5. All notices and other communications hereunder shall be in
               writing and shall be given by hand delivery to the other party or
               by registered or certified mail, return receipt requested,
               postage prepaid, or by facsimile or nationally recognized
               overnight courier service, addressed as follows:

               If to Executive:
               ----------------

                       Jerald G. Fishman
                       c/o Analog Devices, Inc.
                       One Technology Way
                       Norwood, MA  02062

               If to the Corporation:
               ----------------------

                       Analog Devices, Inc.
                       One Technology Way
                       Norwood, MA  02062

               or to such other address as either party shall have furnished to
               the other in writing in accordance herewith. Notice and
               communications shall be effective when actually received by the
               addressee.

          9.6. The invalidity or unenforceability of any provision of this
               Agreement shall not affect the validity or enforceability of any
               other provision of this Agreement.

          9.7. The Corporation may withhold from any amounts payable under this
               Agreement such Federal, state or local taxes as shall be required
               to be withheld pursuant to any applicable law or regulation. To
               the extent that any amount subject to Section 409A of the
               Internal Revenue Code is to be paid or provided to Executive in
               connection with a separation from service at a time when
               Executive is considered a specified employee within the terms of
               said Section 409A, then such payment shall not be made until the
               date (the "Payment Date") that is six months and one day after
               such separation from service (the "Six Month Period"). All
               amounts which would have been paid during such Six Month Period
               will be paid in a lump sum on such Payment Date.

          9.8. This Agreement contains the entire understanding of the
               Corporation and Executive with respect to the subject matter
               hereof and supercedes all prior agreements or commitments
               relating thereto, including without limitations the letter
               agreement dated June 21, 2000 between Executive and the
               Corporation, but excluding the Employee Retention Agreement dated
               January 16, 1989 (the "Retention Agreement"), which shall remain
               in full force and effect.

          9.9. The Retention Agreement shall remain in full force and effect,
               subject to the following: (a) in the event of any termination of
               employment of the Executive following a Change in Control (as
               defined in the Retention Agreement) that gives rise to any
               payments under Section 5(c) of the Retention Agreement that are
               greater than the payments provided for in this Agreement, the


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               provisions of Sections 5(c) and 5(d) of the Retention Agreement
               shall supercede the provisions of Section 5.4 hereof (other than
               the last sentence of Section 5.4), and (b) in the event of any
               termination of employment of the Executive following a Change of
               Control that gives rise to any payments under Section 5(c) of the
               Retention Agreement that are less than the payments provided for
               in this Agreement, the provisions of this Agreement shall
               supersede Section 5(c) of the Retention Agreement and such
               payments under this Agreement shall be considered "Severance
               Payments" for purposes of Section 5(d) of the Retention
               Agreement.

                  [Remainder of Page Intentionally Left Blank]


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     IN WITNESS WHEREOF, Executive has hereunto set his hand and the Corporation
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.

                               By: /s/ Jerald G. Fishman
                                   ---------------------------------------------
                               Jerald G. Fishman


                               ANALOG DEVICES, INC.


                               By: /s/ Ray Stata
                                   ---------------------------------------------

                               Title:   Chairman of the Board


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