AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 15th, 2023 • Analog Devices Inc • Semiconductors & related devices • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 23, 2021 (as amended by that certain Amendment No. 1, dated as of December 20, 2022, among ANALOG DEVICES, INC., a Massachusetts corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.18 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
To: Date: AUGUST 26 Re: Notice of Analog Devices, Inc. Equity Award ConversionAnalog Devices Inc • February 15th, 2023 • Semiconductors & related devices
Effective AUGUST 26 , Analog Devices, Inc. (“Analog”) will acquire Maxim Integrated Products, Inc. (“Maxim”) (the “Merger”). In connection with the Merger, Analog and Maxim entered into a Merger Agreement, dated as of July 12, 2020 (the “Merger Agreement”), which sets forth the method by which outstanding, unvested restricted stock units over Maxim shares (“Maxim RSUs”), restricted shares of Maxim stock (“Maxim RSAs”) and performance-based market stock units over Maxim shares (“Maxim MSUs”) (collectively “Maxim Awards”) would be adjusted to reflect the impact of the Merger on Maxim stock and converted into restricted stock units over Analog shares (“Analog RSUs”) (in the case of Maxim RSUs and MSUs) or restricted shares of Analog stock (“Analog RSAs”) (in the case of Maxim RSAs). Pursuant to the Merger Agreement, the Maxim Awards you held before the Merger have been adjusted and converted into time-based Analog RSUs and RSAs (collectively, “Analog Awards”), as applicable, as further de
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • February 15th, 2023 • Analog Devices Inc • Semiconductors & related devices • Massachusetts
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 Performance Restricted Stock Units (“Performance RSUs”) set forth below, subject to the terms and conditions of the Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”) and this Performance Restricted Stock Unit Agreement, including Appendix A, which includes additional performance-based vesting conditions, and Appendix B, which includes any applicable country-specific provisions. This Performance Restricted Stock Unit Agreement, together with Appendix A and Appendix B, is referred to as the “Agreement.” The grant of Performance 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.
Private & Confidential (Addressee Only)2020 Equity Incentive Plan Performance Restricted Stock Unit Agreement • February 15th, 2023 • Analog Devices Inc • Semiconductors & related devices • Massachusetts
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 Performance Restricted Stock Units (“Performance RSUs”) set forth below, subject to the terms and conditions of the Analog Devices, Inc. 2020 Equity Incentive Plan (the “Plan”) and this Performance Restricted Stock Unit Agreement, including Appendix A, which includes additional performance-based vesting conditions, and Appendix B, which includes any applicable country-specific provisions. This Performance Restricted Stock Unit Agreement, together with Appendix A and Appendix B, is referred to as the “Agreement.” The grant of Performance 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.
