LINEAR TECHNOLOGY CORPORATION LOTHAR MAIER EMPLOYMENT AGREEMENT

This Agreement is made by and between Linear Technology Corporation (the “Company”) and Lothar Maier (“Executive”).

1.   Duties and Scope of Employment .

(a)   Position; Agreement Commencement Date; Duties .  Executive’s coverage under this Agreement shall commence upon the date this Agreement has been signed by both parties hereto (the “Agreement Commencement Date”).  Following the Agreement Commencement Date, Executive shall continue to serve as the Company’s Chief Executive Officer, reporting to the Board of Directors of the Company (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 full business efforts and time to the Company.  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 prior approval of the Board; provided, however, that Executive may serve in any capacity with any civic, educational or charitable organization, or as a member of corporate Boards of Directors or committees thereof, without the approval of the Board, unless such service involves 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 a base salary at the annualized rate of $405,000 (the “Base Salary”).  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 for possible adjustments in light of Executive’s performance and competitive data.

(b)   Bonuses .  Executive shall be eligible to earn a target bonus under the Company’s 1996 Senior Executive Bonus Plan as specified annually by the Compensation Committee of the Board and will also be eligible to participate in the Key Employee Incentive Bonus Plan (the target amounts under these plans together are referred to herein as the “Target Bonus”).

(c)   Employee 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.

4.   Severance Benefits .

(a)   Severance Prior to a Change of Control .  If, at any time prior to a Change of Control (as defined herein), Executive’s employment with the Company terminates due to (i)a voluntary termination for “Good Reason” (as defined herein), or (ii) an involuntary termination by the Company other than for “Cause” (as defined herein), then, subject to Executive executing and not revoking a standard form of mutual release of claims with the Company, and provided that such release of claims becomes effective no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”), then subject to Section 4(g) and subject to Executive not breaching the terms of Section 13 hereof, (i) all of Executive’s Company stock options, restricted stock and other equity awards shall immediately accelerate vesting as to 75% of the then unvested amount of such awards; (ii) Executive shall receive continued payments of severance pay for twelve (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) the average bonus paid to Executive for the two (2) twelve-month bonus periods prior to the date of such termination, less applicable withholding, in accordance with the Company’s standard payroll practices (the “Severance Payment”); and (iii) if Executive elects continuation coverage pursuant to the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s dependents, within the time period prescribed pursuant to COBRA, the Company shall reimburse Executive for the COBRA premiums for such coverage for Executive and his covered dependents for the lesser of (A) eighteen (18) months from the date of Executive’s termination of employment, or (B) the date upon which Executive and his covered dependents are covered by similar plans of Executive’s new employer.  COBRA reimbursements shall be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy.

(b)   Timing of Payments .

(i)   If the release of claims does not become effective by the Release Deadline, Executive shall forfeit any rights to severance or benefits under this Agreement.  In no event shall severance payments or benefits be paid or provided until the release of claims actually becomes effective and irrevocable.  Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 4(g)(i)) shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60 ^th ) day following Executive’s separation from service, or, if later, such time as required by Section 4(g).  Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive on the sixtieth (60 ^th ) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement.

(ii)   Unless otherwise required by Section 4(g), the Company shall pay any severance payments in continuing payments following Executive’s termination date; provided, however, that no severance or other benefits shall be paid or provided until the release of claims discussed in Section 4(a) becomes effective, and any severance amounts or benefits otherwise payable between Executive’s termination date and the date such release becomes effective shall be paid on the effective date of such release.  If Executive should die before all of the severance amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

(c)   Voluntary Termination Other than for Good Reason; Involuntary Termination for Cause .  In the event that Executive terminates his employment voluntarily other than for Good Reason or is involuntarily terminated by the Company for Cause, then all vesting of Executive’s stock options, restricted stock and other equity awards shall terminate immediately and all payments of compensation by the Company to Executive  hereunder shall immediately terminate (except as to amounts already earned).

(d)   Death .  Upon Executive’s death during the Employment Term, then

(i) employment hereunder shall automatically terminate; (ii) all of   Executive’s Company stock options, restricted stock and other equity awards shall immediately accelerate vesting as to 50% of the then unvested portion of such awards, and all subsequent vesting of Executive’s stock options, restricted stock and other equity awards shall terminate immediately; and (iii) all payments of compensation by the Company to Executive hereunder shall immediately terminate (except as to amounts already earned).

(e)   Disability .  Upon Executive’s Disability during the Employment Term, then employment hereunder shall automatically terminate and all payments of compensation by the Company to Executive hereunder shall immediately terminate (except as to amounts already earned), and all vesting of Executive’s stock options, restricted stock and other equity awards shall terminate immediately.

(f)   Mitigation .  The 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.

(g)   Section 409A .

(i)   Notwithstanding anything to the contrary in this Agreement, no severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) shall be payable until Executive has a “separation from service” within the meaning of Section 409A.

(ii)   Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Executive’s separation from service shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service.  All subsequent Deferred Compensation Separation Benefits, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit.  Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the six (6) month anniversary of the separation, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit.  Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(iii)   Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.

(iv)   Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.

(v)   The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.  The Company and Executive agree to work together in good faith to consider amendments to this Agreemen