Linear Technology (LLTC)

Stock–Based Benefit Plans

The Company has equity incentive plans under which the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights and other forms of equity awards to employees, consultants and directors.  At April 2, 2006, 19.1 million shares were available for grant under all plans.  Options generally become exercisable over a five-year period (generally 10% every six months.)  Options granted prior to January 11, 2005 expire ten years after the date of grant; options granted after January 11, 2005 expire seven years after the date of the grant.  The Company’s restricted stock grants vest over a period of three to five years based upon continued employment with the Company.

6

The Company's employee stock purchase plan (ESPP) permits eligible employees to purchase common stock through payroll deductions at 85% of the fair market value of the common stock at the end of each six-month offering period.  The offering periods commence on approximately May 1 and November 1 of each year.  At April 2, 2006, 1.4 million shares were available for issuance under the ESPP.

Stock–Based Benefit Plans

The Company has equity incentive plans under which the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights and other forms of equity awards to employees, consultants and directors.  Since the Company’s inception in 1981 through January 1, 2006, the total authorized number of shares under all plans was 186.5 million.  At January 1, 2006, 19.4 million shares were available for grant under all plans.  Options generally become exercisable over a five-year period (generally 10% every six months.)  Options granted prior to January 11, 2005 expire ten years after the date of grant; options granted after January 11, 2005 expire seven years after the date of the grant.  The Company’s restricted stock grants vest over a period of three to five years based upon continued employment with the Company.

6

The Company's employee stock purchase plan (ESPP) permits eligible employees to purchase common stock through payroll deductions at 85% of the fair market value of the common stock at the end of each six-month offering period.  The offering periods commence on approximately May 1 and November 1 of each year.  At January 1, 2006, 1.4 million shares were available for issuance under the ESPP.