Linear Technology (LLTC)

Change of Control Arrangements

     Prior to April 2009, the Company had change of control agreements with three of its Named Executive Officers – Mr. Swanson, its Executive Chairman; Mr. Coghlan, its Chief Financial Officer; and Mr. Dobkin, its Chief Technology Officer. These agreements are designed to promote stability and continuity of senior management, and provide for the officers in question to receive certain payments and benefits if their employment with the Company is terminated in connection with a change of control of the Company.

     The agreements were entered into in 2002, at which time Mr. Swanson was the Company’s Chief Executive Officer. Although Mr. Maier succeeded Mr. Swanson as Chief Executive Officer in January 2005, no change of control agreement was entered into with Mr. Maier at that time. More recently, the Compensation Committee considered the effect of the absence of such an agreement with Mr. Maier, especially in light of the fact that such agreements continued to be in place with Mr. Swanson and the other two officers, both of whom report to Mr. Maier. The Committee also considered the benefits that the Company and its stockholders might obtain from putting such arrangements in place, particularly incentives for Mr. Maier to remain with the Company in the event of a threatened or actual change of control and the freedom to devote his full and undivided attention to Company matters during such time without distractions relating to his own personal employment situation. As a result of these considerations, the Committee directed Mr. Swanson, in consultation with legal counsel, to prepare and negotiate a form of change of control agreement with Mr. Maier. Mr. Swanson proceeded to do so, and in conjunction with further consultation with and ultimately approval by the committee, an agreement was entered into with Mr. Maier in August 2009. 

     Information regarding the agreements with each of these executive officers, and the applicable payments under them, is provided under the heading “Employment Agreements” on page 40.

Change of Control Arrangements

     The Company has change of control arrangements with three of its Named Executive Officers, which provide for the executive officers to receive certain payments and benefits if their employment with the Company is terminated in connection with a change of control of the Company. Information regarding applicable payments under such agreements for these executive officers is provided under the heading “Employment Agreements” on page 30. These arrangements are designed to promote stability and continuity of senior management.

Change of Control Arrangements

     The Company has change of control arrangements with three of its Named Executive Officers, which provide for the executive officers to receive certain payments and benefits if their employment with the Company is terminated in connection with a change of control of the Company. Information regarding applicable payments under such agreements for these executive officers is provided under the heading "Employment Agreements" on page 28. These arrangements are designed to promote stability and continuity of senior management.