SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Robert H. Swanson, Jr. Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as of November 5, 2008 (the “Effective Date”) by and between Linear Technology Corporation (the “Company”) and Robert H. Swanson, Jr. (“Executive”).

WHEREAS, Executive and the Company executed the Robert H. Swanson, Jr. Employment Agreement in January 2002 (the “Initial Employment Agreement”);

WHEREAS, Executive has since resigned from his employment as Chief Executive Officer of the Company, but at the request of the Board of Directors of the Company (the “Board”) pursuant to Section 3(f) of the Initial Employment Agreement, has agreed to remain Executive Chairman of the Board;

WHEREAS, Executive and the Company executed the Robert H. Swanson, Jr. Amended and Restated Employment Agreement on October 18, 2005 (the “Amended Employment Agreement”); and

WHEREAS, Executive and the Company desire to revise the Amended Employment Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (as it has been and may be amended from time to time) and the final regulations and any guidance promulgated thereunder (together, “Section 409A”).

NOW, THEREFORE, in consideration of their mutual promises and intending to be legally bound, the parties agree as follows:

1.   Duties and Scope of Employment .

(a)   Positions; Agreement Commencement Date; Duties .  Following the Effective Date, Executive shall continue to serve as Executive Chairman of the Board, reporting to the Board.  The period of Executive’s employment hereunder is referred to herein as the “Employment Term.”  During the Employment Term, Executive shall render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to him by the Board.

(b)   Obligations .  During the Employment Term, Executive shall devote his business efforts and time to the Company two to three days per week.  Executive agrees, during the Employment Term, not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the approval of the Board that would result in a conflict of interest with the Company’s business.

2.   At-Will Employment .  Executive and the Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment.  Subject to the Company’s obligation to provide severance benefits as specified herein, Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Executive.

3.   Compensation .

(a)   Base Salary .  While employed by the Company, the Company shall pay the Executive as compensation for his services $425,000 (the “Base Salary”), divided by 365, and multiplied by each full day of service he performs as Executive Chairman of the Board.  Such salary shall be paid periodically in accordance with normal Company payroll practices and subject to the usual, required withholding.  Executive’s Base Salary shall be reviewed annually by the Compensation Committee of the Board (the “Committee”) for possible adjustments in light of Executive’s performance and competitive data.

(b)   Bonuses .  Executive shall be eligible to earn a bonus under the Company’s 1996 Senior Executive Bonus Plan as specified by the Committee and will also be eligible to participate in the Key Employee Incentive Bonus Plan or any successor bonus plans to such plans (collectively, the “Bonus Plans”).  Executive’s target bonus (the “Target Bonus”) for any six-month period will be his target bonus for the previous six-month period increased or decreased by the same percentage the total bonus pool for the Bonus Plans for the six-month period in question increased or decreased compared to the previous six-month period.  By way of example only, if Executive’s Target Bonus for the first six-month period of a particular year is $1,000,000 and the total bonus pool for the Bonus Plans for the second six-month period of such year increases by 10% over the total bonus pool for the Bonus Plans for the first six-month period of such year, then Executive’s Target Bonus for second six-month period would be $1,100,000.  Executive’s actual bonus for any particular period will equal the actual bonus to which he would have otherwise been entitled for such period divided by 365, and multiplied by each full day of service he performs for the Company as Executive Chairman of the Board during such period, or alternatively in such lesser amount as the Committee deems appropriate, but in no event more than 50% of the Target Bonus for any relevant period.  Any such bonus will be paid promptly following the determination of whether and to what extent that it has been earned, but in no event after the later of (i) March 15 of the calendar year following the calendar year in which such determination is made and no longer subject to a substantial risk of forfeiture, or (ii) two and one-half months following the end of the fiscal year of the Company in which such determination is made and no longer subject to a substantial risk of forfeiture.

(c)   Benefits .  During the Employment Term, Executive shall be eligible to participate in the employee benefit plans maintained by the Company that are applicable to other senior management to the full extent provided for under those plans, including health and other welfare plan participation, use of the Company airplane and pilot(s) as set forth in Section 3(d) hereof, office space and secretary, but excluding participation in any Company employee stock purchase plan intended to qualify under Section 423 of the Code, and any Company 401(k) plan and any benefits and perquisites where continuing Executive’s participation would be either (i) contrary to statute or regulation, or (ii) highly impractical.

(d)   Use of Company Airplane .  During the Employment Term, Executive shall be permitted to use, for personal purposes, the Company airplane and pilot(s), for up to 35% of the available flight time in any year; provided, however, that such use shall be subject to the Company’s reasonable policies and airplane usage requirements.  Executive shall be fully grossed-up for any imputed taxable income recognized by virtue of such use so that the net effect to Executive is the same as if there was no imputed income.  Executive will receive such payments no later than the end of the calendar year following the calendar year in which Executive remits the applicable taxes to the relevant tax authorities.

(e)   Severance Prior to a Change of Control .

(i)   Voluntary Termination for Good Reason; Involuntary Termination Other Than for Cause .  If, prior to a Change of Control (as defined herein), Executive’s tenure as Executive Chairman of the Board, terminates due to (i) a voluntary termination for “Good Reason” (as defined herein) where the grounds for the Good Reason are not cured by the Company within 30 days following receipt of written notice specifying the grounds from Executive, or (ii) an involuntary termination by the Company other than for “Cause” (as defined herein), then, subject to Section 5, Executive executing and not revoking a standard form of mutual release of claims with the Company and not breaching the terms of Section 12 hereof, (i) all of Executive’s Company stock options (together with other rights to purchase or receive Company common stock) and restricted stock (including restricted stock units and similar awards) shall immediately accelerate vesting as to 100% of the then unvested amount of such award; (ii) Executive shall receive continued payments of severance pay for 12 months following the date of such termination at a rate equal to (A) Executive’s annual Base Salary rate as in effect on the date of such termination, plus (B) two times the average of his Target Bonus for the four six-month bonus periods prior to the date of such termination (which amount related to the average Target Bonus will be payable in equal installments over such 12-month period), in each case, as if Executive had performed services as Executive Chairman of the Board on a full-time basis with no limitation on the amount of his actual compensation (e.g., Executive’s bonus would not be limited to 50% of his Target Bonus for any particular period)), less applicable withholding and payable in accordance with the Company’s standard payroll practices (the “Severance Payment”); (iii) the Company shall reimburse Executive for premiums paid for continued health and dental benefits for Executive and his covered dependents for the lesser of (A) 18 months from the date of Executive’s termination of employment, payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or (B)  the date upon which Executive and his covered dependents are covered by similar plans of Executive’s new employer (the “COBRA Coverage”).

For purposes of this Agreement, “Cause” shall mean (i) an act of personal dishonesty taken by Executive in connection with his responsibilities hereunder and intended to result in substantial personal enrichment of Executive; (ii) Executive being convicted of, or plea of nolo contendere to, a felony; (iii) a willful act by Executive which constitutes gross misconduct and which is injurious to the Company; and (iv) following delivery to Executive of a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that Executive has not substantially performed his duties, continued violations by Executive of Executive’s obligations to the Company which are demonstrably willful and deliberate on Executive’s part.

For purposes of this Agreement, “Good Reason” means, without Executive’s express consent, (i) a material reduction of Executive’s duties, title, authority or responsibilities, relative to Executive’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Executive of such reduced duties, title, authority or responsibilities; (ii) a material reduction, of the facilities and perquisites (including office space and location) available to Executive immediately prior to such reduction, other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the Base Salary of Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including Target Bonuses, to which Executive was entitled immediately prior to such reduction with the result that Executive’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of Executive to a facility or a location more than 35 miles from Executive’s then present location); or (vi) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of Executive; provided, however, that Executive agrees that Executive’s transition from Chief Executive Officer and Chairman of the Board to Chairman pursuant to Section 3(f) of the Initial Employment Agreement and the related reductions in pay, responsibilities and the like did not constitute Good Reason.

Executive shall not be required to mitigate the value of any severance benefits contemplated by this Agreement, nor shall any such benefits be reduced by any earnings or benefits that the Executive may receive from any other source; provided, however, that if Executive receives severance benefits hereunder, he expressly waives the right to receive severance benefits under any other severance plan or policy of the Company.

(ii)   Voluntary Termination Other than for Good Reason; Involunt