8-KLeadership ChangesExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Dec 22, 2006)

Filed December 22, 2006For Securities:ADI

Summary

Analog Devices, Inc. (ADI) filed an 8-K on December 22, 2006, primarily announcing the details of its Executive Performance Bonus Plan for Fiscal Year 2007. This plan outlines a structured approach to executive compensation, linking bonuses to both company financial performance and individual achievements. The bonus structure is multi-faceted, beginning with a base bonus target calculated from eligible earnings and a committee-determined bonus target percentage. This target is then modified by a "Bonus Payout Factor" based on the company's operating profit before tax as a percentage of revenue, with the potential to range from zero to three times the target. Furthermore, an "Individual Payout Factor," ranging from -50% to +50%, will be applied based on individual goal achievement, with the CEO and Compensation Committee evaluating performance. The filing also notes the approval of a revised form for granting non-qualified stock options under the company's 2006 Stock Incentive Plan, indicating ongoing equity-based compensation mechanisms.

Key Highlights

  • 1ADI established an Executive Performance Bonus Plan for Fiscal Year 2007.
  • 2The bonus plan ties compensation to company financial performance (operating profit before tax as a percentage of revenue) and individual executive performance.
  • 3Bonuses can be significantly adjusted: the company performance component can scale the target bonus by a factor of 0 to 3.
  • 4Individual performance further adjusts the bonus by +/- 50% through an Individual Payout Factor.
  • 5Bonus payments will be calculated quarterly but adjusted for individual performance annually.
  • 6The Compensation Committee has significant discretion in setting bonus target percentages and the Bonus Payout Factor, and in determining individual performance evaluations.
  • 7A revised form for granting non-qualified stock options under the 2006 Stock Incentive Plan was approved.

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