Linear Technology (LLTC)

APPROVAL OF AN AMENDMENT TO THE 2005 EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY
2,000,000 SHARES

     The Board of Directors has determined that it remains in the best interest of the Company and its stockholders to have an employee stock purchase plan. Such a plan allows broader participation by employees of the Company at all levels than might otherwise be possible under the Company’s equity plans, due to changes in equity compensation practices in the Company’s industry as a result of accounting rules that require the expensing of equity compensation. An employee stock purchase plan also provides participants with an alternate way to acquire equity in the Company through payroll deductions. As of September 8, 2009, there were 794 employees participating in the offering period then in progress under the 2005 Employee Stock Purchase Plan (the “Purchase Plan”). In the most recently completed offering period, 811 employees participated, purchasing approximately 148,000 shares of common stock (with an approximate value of $2,800,000 on the date of purchase) at a purchase price of $19.08 per share. No executive officers or directors are currently allowed to participate in the Purchase Plan, although the Board has the power to change this for future offering periods.

     The total number of shares currently available for issuance under the Purchase Plan is approximately 97,000, not including the 2,000,000 share increase subject to stockholder approval at this 2009 Annual Meeting. Since adoption, approximately 903,000 shares have been issued under it. The maximum number of shares that may be issued to any one participant in any six-month offering period under the Purchase Plan is currently 300, and in some cases may be even less.