X0306
4
2020-03-11
0
0000006281
ANALOG DEVICES INC
ADI
0001609983
Mahendra-Rajah Prashanth
P.O. BOX 9106
ONE TECHNOLOGY WAY
NORWOOD
MA
02062-9106
0
1
0
0
SVP, Finance & CFO
Non-Qualified Stock Option (right to buy)
94.41
2020-03-11
4
A
0
35001
0
A
2021-03-15
2030-03-11
Comm Stock - $.16-2/3 value
35001.0
35001
D
Restricted Stock Unit (RSU)
0.0
2020-03-11
4
A
0
7116
0
A
2021-03-15
Comm Stock - $.16-2/3 value
7116.0
7116
D
Performance-Based Restricted Stock Unit
0.0
2020-03-11
5
A
0
E
7116
0
A
2023-03-25
Comm Stock - $.16-2/3 value
7116.0
7116
D
Performance-Based Restricted Stock Unit
0.0
2020-03-11
5
A
0
E
7116
0
A
2023-03-15
Comm Stock - $.16-2/3 value
7116.0
7116
D
This option vests in equal installments on the first, second, third and fourth anniversaries of March 15, 2020.
The Restricted Stock Units granted to the Reporting Person on March 11, 2020 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2020. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's relative total shareholder return (TSR) performance against the median TSR of a defined comparator group of companies, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date.
Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company three years and 14 days after the grant date.
Each Performance-Based RSU represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's financial performance, as approved by the Company's Compensation Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2020.
Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company on the third anniversary of March 15, 2020.
/s/ Kevin P. Lanouette, Assistant General Counsel, by Power of Attorney
2020-03-13