Exhibit 10.50
LINEAR TECHNOLOGY CORPORATION
ROBERT H. SWANSON, JR.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Robert H.
Swanson, Jr. Amended
and Restated Employment Agreement (the
"Agreement") is entered into as of October 18,
2005 (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; and
WHEREAS,
Executive and the
Company desire to update the Initial Employment
Agreement to reflect Executive's current role with the Company and
to clarify
certain provisions of the Initial
Employment Agreement.
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 one to two 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
<PAGE>
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 $405,000 (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 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 Compensation
Committee of the
Board 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 ten percent
(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 amount as the Board
deems
appropriate,
but in no event
more than 50% of the Target Bonus for any
relevant
period.
(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 Internal
Revenue Code of 1986,
as amended, 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.
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(e) Stock Options and Restricted Stock. Executive's stock options and
restricted
stock that were
unvested as of the date Executive transitioned
from Chief
Executive Officer of the Company and
Chairman of the Board
to
only Executive
Chairman of the Board (the "Transition Date") shall continue
to vest,
subject to his
continuing as Executive Chairman of the Board, at
twice
the rate as if he had
continued as Chief Executive Officer. For
example,
if Executive has a stock option that is 25% unvested on the
Transition
Date and the option is scheduled to vest as to 1/12 of the
unvested
shares each month so as to be 100% vested on the one year
anniversary
of the Transition Date, the vesting schedule shall be
accelerated so
that the option shall vest at to 1/12 of the unvested shares
each
half-month,
so as to be 100% vested six months following the
Transition
Date.
(f) 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 thirty (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 Executive executing and not
revoking
a standard form of
mutual release of
claims with the Company and not
breaching the terms of
Section 11 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 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)
two (2) times the
average of
his Target Bonus for the four (4) six-month bonus periods prior to
the
date of such
termination (which
amount related to the average Target
Bonus will
payable in equal installments over such twelve-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 pay the group health
and
dental plan
continuation coverage
premiums for Executive and his
covered
dependents under
Title X of the Consolidated Budget
Reconciliation Act of 1985, as amended ("COBRA") 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
(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
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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 thirty-five (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
