Analog Devices, Inc. (NASDAQ:ADI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2017, Analog Devices, Inc. (the “Company”) acquired Linear Technology Corporation (“Linear”). On July 5, 2017, to promote the successful integration of Linear, to the Company’s Amended and Restated 2006 Stock Incentive Plan, the Compensation Committee of the Board of Directors of the Company approved the grant of performance-based restricted stock units (“PRSUs”), effective July 17, 2017, to members of the Company’s senior executive team, including 5,276 PRSUs to Eileen Wynne, the Company’s interim Chief Financial Officer, and 16,232 PRSUs to Peter Real, the Company’s Senior Vice President and Chief Technology Officer. PRSUs were not granted to the Company’s Chief Executive Officer. The PRSUs are subject to the achievement of a pre-established performance goal based on the trailing twelve month non-GAAP operating profit before taxes (“OPBT”) as a percentage of revenue of the Company, determined as of the end of the second quarter of the Company’s fiscal year 2020. A number of PRSUs equal to 120% of the target number of PRSUs will vest on July 17, 2020 only if the Compensation Committee has certified that the OPBT goal has been attained and is subject to the participant’s continued service through the vesting date. The Compensation Committee may exercise negative discretion to reduce (but not increase) the number of PRSUs that would otherwise vest by considering the attainment level of the following two additional performance goals: (i) 50% of the PRSUs that are determined to vest based on the attainment of the OPBT goal may be reduced based on the attainment level of the pre-established net synergy goal achieved in connection with the acquisition of Linear, and (ii) 50% of the PRSUs that are determined to vest based on the attainment of the OPBT goal may be reduced based on the attainment level of the pre-established three-year cumulative revenue goal of Linear on a standalone basis. Attainment among performance parameters is subject to interpolation on a linear basis. The foregoing description of the PRSUs is qualified in its entirety by reference to the complete copy of the PRSU award agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits

Exhibit No. Description

ANALOG DEVICES INC Exhibit
EX-10.1 2 exhibit101-analogxperforma.htm EXHIBIT 10.1 Exhibit Exhibit 10.1AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPrivate & Confidential (Addressee Only){EMPNAME} {EMPNUM}We are pleased to advise you (the “Participant”) that Analog Devices,…
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About Analog Devices, Inc. (NASDAQ:ADI)

Analog Devices, Inc. (Analog Devices) designs, manufactures and markets a portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits (ICs), algorithms, software and subsystems. Its products include Analog Products, Converters, Amplifiers/Radio Frequency, Other Analog, Power Management and Reference, and Digital Signal Processing Products. The Company is a supplier of data converter products. The Company is a supplier of high-performance amplifiers. Its analog product line also includes products of high performance radio frequency (RF) ICs. The Company’s DSPs are used for high-speed numeric calculations. The Company offers its products for applications in various end markets, such as industrial, automotive, consumer and communications. The Company operates in the United States, Rest of North/South America, Europe, Japan and China.