MAXIM INTEGRATED PRODUCTS, INC.
AMENDED AND RESTATED EQUITY AWARD POLICY
ACCELERATION OF VESTING IN THE EVENT OF A CHANGE IN CONTROL
FOR EMPLOYEES BASED OUTSIDE THE U.S.
Maxim Integrated Products, Inc. (the Parent) previously adopted this Equity Award Policy (the Policy) to implement the terms of the Change in Control Employee Severance Plan approved by the Parents Board of Directors with respect to equity awards granted by the Parent to employees who are on the payroll of a non-U.S. subsidiary or affiliate of the Parent.
1. Agency Personnel shall mean persons who are engaged through a third-party agency.
2. Affiliate means, with respect to any individual or entity, any other individual or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such individual or entity.
3. Cause means that the Eligible Employee has: (a) willfully and continually failed to substantially perform, or been grossly negligent in the discharge of, his or her duties to the Company (other than by reason of a disability or serious medical condition as such terms are defined under applicable law, as determined by the Parent), which failure or negligence continues for a period of 10 business days or more after a written demand for performance is delivered to the Eligible Employee by the Company, which reasonably identifies the manner in which the Company believes that the Eligible Employee has not substantially performed, or been grossly negligent in the discharge of, his or her duties; (b) been convicted of or pled nolo contendere to a felony or a similar crime under applicable law; or (c) breached any agreement with, fiduciary or confidentiality duty owed to, or code of conduct or policy of the Company or any Affiliate of the Company (which code or policy has been previously published or communicated to the Eligible Employee). Notwithstanding the foregoing, the definition of Cause in clause (c) above will not apply to acts or omissions that are both (i) isolated and unintentional, and (ii) insignificant in their adverse effect on the Company, unless the Company has given written notice to the Eligible Employee describing the proscribed action in reasonable detail and the Eligible Employee has failed to remedy the acts or omissions described in such notice within 10 business days after the Eligible Employee is given such notice.
4. Company means the Parent and its subsidiaries, or any successors thereto.
5. A Change in Control will be deemed to mean the first of the following events to occur after November 4, 2009:
(a) any person or group of persons (as defined in Section 13(d) and 14(d) of the Exchange Act) together with its affiliates, but excluding (i) the Parent or any of its subsidiaries, (ii) any employee benefit plans of the Parent or one of its U.S. subsidiaries, or (iii) a corporation or other entity owned, directly or indirectly, by the stockholders of the Parent in substantially the same proportions as their ownership of stock of the