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RELEASE
OF CLAIMS AND VESTING AGREEMENT
I agree that the goodwill payment, as calculated in the letter
to which this Exhibit A is attached (the "Goodwill
Payment"), to be made by Maxim Integrated Products, Inc. ("Maxim")
is full and complete satisfaction for the expiration and
termination of my vested stock option to purchase shares of common
stock of Maxim identified below (the "Option").
Vesting Requirement
I agree that the Goodwill
Payment will vest as follows:
- 25% of the Goodwill Payment will vest on July 1, 2008,
- 25% of the Goodwill Payment will vest on October 1, 2008,
- 25% of the Goodwill Payment will vest on January 1, 2009,
and
- 25% of the Goodwill Payment will vest on April 1, 2009
subject to my continued employment at Maxim on each applicable
vesting date. If Maxim terminates my employment
without Cause prior to April 1, 2009, then subject to me signing
and not revoking a separation agreement and a general release of
claims in a form reasonably acceptable to Maxim, I will receive the
entire Goodwill Payment within thirty (30) days of the later of (A)
date of such termination, or (B) the effective date of the
separation agreement and general release of claims.
For purposes hereof, "Cause" means (i) an act of dishonesty made
by me in connection with my responsibilities as an employee, (ii)
conviction of, or plea of nolo contendere to, a felony,
(iii) gross misconduct, or (iv) continued substantial violations of
my
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