Linear Technology (LLTC)

Compensation of Non-Employee Directors

     The following table sets forth the annual compensation paid or accrued by the Company to or on behalf of the directors of the Company other than the Executive Chairman and the Chief Executive Officer for the fiscal year ended June 28, 2009. Neither the Executive Chairman nor the Chief Executive Officer receive compensation for their services as directors beyond what they receive as employees and officers of the Company.

     The Company has agreed to indemnify each director and officer against certain claims and expenses for which the individual might be held liable in connection with past or future services to the Company and its subsidiaries. The Company maintains insurance policies insuring its officers and directors against such liabilities.

     The Company currently pays each non-employee director an annual retainer of $45,000 and a fee of $1,500 for each meeting of the Board of Directors attended. Directors are generally eligible to receive restricted stock, stock options and other awards under the Company's equity incentive plans. During the fiscal year ended June 28, 2009, Messrs. Lee, Moley and Volpe each received a restricted stock grant to purchase 3,000 shares of common stock at an exercise price of $0.001 per share. These restricted stock grants vest as to 100% of the shares one year from the date of grant. Mr. Volpe also currently receives an annual retainer of $15,000 as Chairman of the Audit Committee (in addition to his annual director retainer of $45,000). At June 28, 2009, Messrs. Lee, Moley and Volpe each held exercisable options to purchase 192,000 shares and were each granted 3,000 shares of restricted stock

     The Board of Directors has established a policy that directors hold at least 50% of the shares granted as restricted stock for five years, unless the director ceases to be a director prior to that time.

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Compensation of Non-Employee Directors

     The following table sets forth the annual compensation paid or accrued by the Company to or on behalf of the directors of the Company other than the Executive Chairman and the Chief Executive Officer for the fiscal year ended June 29, 2008. Neither the Executive Chairman nor the Chief Executive Officer receive compensation for their services as directors beyond what they receive as employees and officers of the Company.

     The Company has agreed to indemnify each director and officer against certain claims and expenses for which the individual might be held liable in connection with past or future services to the Company and its subsidiaries. The Company maintains insurance policies insuring its officers and directors against such liabilities.

     The Company currently pays each non-employee director an annual retainer of $45,000 and a fee of $1,500 for each meeting of the Board of Directors attended. Directors are generally eligible to receive stock options and other awards under the Company’s equity incentive plans. During the fiscal year ended June 29, 2008, Messrs. Lee, Moley and Volpe each received an option to purchase 20,000 shares of common stock at an exercise price of $36.52 per share. Each of these options vests as to 100% of the shares subject to the option one year from the date of grant. Mr. Volpe also currently receives an annual retainer of $15,000 as Chairman of the Audit Committee (in addition to his annual director retainer of $45,000). At June 29, 2008, Messrs. Lee, Moley and Volpe each held exercisable options to purchase 172,000 shares.

     In July 2008, the Board of Directors decided to change its practices regarding equity compensation for directors by granting restricted stock, rather than stock options. Accordingly, the Board granted each non-employee director 3,000 shares of restricted stock. The restricted stock vests as to 100% of the shares one year from the date of grant. The Board of Directors also established at this time a policy that directors hold at least 50% of the shares granted as restricted stock for five years, unless the director ceases to be a director prior to that time.

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Compensation of Non-Employee Directors

     The following table sets forth the annual compensation paid or accrued by the Company to or on behalf of the directors of the Company other than the Executive Chairman and the Chief Executive Officer for the fiscal year ended July 1, 2007. Neither the Executive Chairman nor the Chief Executive Officer receive compensation for their services as directors beyond what they receive as employees and officers of the Company.

     The Company has agreed to indemnify each director and officer against certain claims and expenses for which the individual might be held liable in connection with past or future services to the Company and its subsidiaries. The Company maintains insurance policies insuring its officers and directors against such liabilities.

     The Company currently pays each non-employee director an annual retainer of $45,000 and a fee of $1,500 for each meeting of the Board of Directors attended. Directors are generally eligible to receive stock options and other awards under the Company's equity incentive plans. During the fiscal year ended July 1, 2007, Messrs. Lee, Moley and Volpe each received an option to purchase 20,000 shares of common stock at an exercise price of $36.52 per share. Each of these options vests as to 100% of the shares subject to the option one year from the date of grant. Mr. Volpe also currently receives an annual retainer of $15,000 as Chairman of the Audit Committee (in addition to his annual retainer of $45,000). At July 1, 2007, Messrs. Lee and Moley each held exercisable options to purchase 152,000 shares, and Mr. Volpe held exercisable options to purchase 216,000 shares.

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