Linear Technology Corp /Ca/ Sample Contracts

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AGREEMENT AND PLAN OF MERGER by and among LINEAR TECHNOLOGY CORPORATION, ANALOG DEVICES, INC. and TAHOE ACQUISITION CORP. Dated as of July 26, 2016
Agreement and Plan of Merger • July 29th, 2016 • Linear Technology Corp /Ca/ • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 26, 2016, is by and among Linear Technology Corporation, a Delaware corporation (the “Company”), Analog Devices, Inc., a Massachusetts corporation (“Parent”) and Tahoe Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

Linear Technology Corporation Registration Rights Agreement
Registration Rights Agreement • May 8th, 2007 • Linear Technology Corp /Ca/ • Semiconductors & related devices • New York

Linear Technology Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchaser”), its 3.00% Convertible Senior Notes Due May 1, 2027 (the “Notes”), upon the terms set forth in the Purchase Agreement by and between the Company and the Initial Purchaser, dated April 18, 2007 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be convertible for shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company in accordance with the terms of the Notes and the Indenture (as defined below). To induce the Initial Purchaser to purchase the Notes pursuant to the Purchase Agreement, the holders of the Notes will have the benefit of this registration rights agreement by and between the Company and the Initial Purchaser whereby the Company agrees with you for your benefit and the benefit of the holders from time to time of the Notes (in

LINEAR TECHNOLOGY CORPORATION, AS ISSUER AND AS TRUSTEE INDENTURE DATED AS OF APRIL 24, 2007
Linear Technology Corp /Ca/ • May 8th, 2007 • Semiconductors & related devices • New York
CREDIT AGREEMENT
Credit Agreement • October 28th, 2013 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California

THIS CREDIT AGREEMENT (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”) is entered into as of October 23, 2013, by and between LINEAR TECHNOLOGY CORPORATION, a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • June 28th, 2016 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Linear Technology Corporation (the “Company”), effective as of [DATE] (the “Effective Date”).

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2015 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California

This Robert H. Swanson, Jr. Fourth Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 16, 2015 (the “Effective Date”) by and between Linear Technology Corporation (the “Company”) and Robert H. Swanson, Jr. (“Executive”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 31st, 2015 • Linear Technology Corp /Ca/ • Semiconductors & related devices

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 27, 2015, by and between LINEAR TECHNOLOGY CORPORATION, a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

LINEAR TECHNOLOGY CORPORATION, AS ISSUER AND AS TRUSTEE INDENTURE DATED AS OF APRIL 24, 2007
Indenture • May 8th, 2007 • Linear Technology Corp /Ca/ • Semiconductors & related devices • New York
LINEAR TECHNOLOGY CORPORATION ROBERT H. SWANSON, JR. THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 7th, 2013 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California

This Robert H. Swanson, Jr. Third Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 18, 2012 (the “Effective Date”) by and between Linear Technology Corporation (the “Company”) and Robert H. Swanson, Jr. (“Executive”).

CONSULTING AGREEMENT
Consulting Agreement • June 30th, 2015 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California

This Consulting Agreement (this “Agreement”) is made and entered into as of June 26, 2015, by and between Linear Technology Corporation (the “Company”), and Paul Coghlan (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). This Agreement will become effective upon Executive’s resignation as an employee of the Company, which is expected to occur on July 15, 2015 (the “Effective Date”).

LINEAR TECHNOLOGY CORPORATION LOTHAR MAIER EMPLOYMENT AGREEMENT
Linear Technology • August 17th, 2009 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California
RECITALS
Linear Technology • September 21st, 2001 • Linear Technology Corp /Ca/ • Semiconductors & related devices • Delaware
ROBERT C. DOBKIN EMPLOYMENT AGREEMENT
Dobkin Employment Agreement • August 25th, 2016 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California
LINEAR TECHNOLOGY CORPORATION TRANSITION aGREEMENT
Transition Agreement • June 30th, 2015 • Linear Technology Corp /Ca/ • Semiconductors & related devices • California

This Transition Agreement (the “Agreement”) is made by and between Paul Coghlan (the “Executive”) and Linear Technology Corporation (the “Company”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of June 26, 2015 (the “Execution Date”).

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