0000006281-18-000073.txt : 20180402 0000006281-18-000073.hdr.sgml : 20180402 20180402163839 ACCESSION NUMBER: 0000006281-18-000073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180329 FILED AS OF DATE: 20180402 DATE AS OF CHANGE: 20180402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Henderson Gregory N. CENTRAL INDEX KEY: 0001590599 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07819 FILM NUMBER: 18729448 MAIL ADDRESS: STREET 1: C/O HITTITE MICROWAVE CORPORATION STREET 2: 2 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALOG DEVICES INC CENTRAL INDEX KEY: 0000006281 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042348234 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY WAY CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 7813294700 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY WAY CITY: NORWOOD STATE: MA ZIP: 02062 4 1 wf-form4_152270150553633.xml FORM 4 X0306 4 2018-03-29 0 0000006281 ANALOG DEVICES INC ADI 0001590599 Henderson Gregory N. PO BOX 9106 ONE TECHNOLOGY WAY NORWOOD MA 02062 0 1 0 0 SVP, Atmtve, Comm, ArSpc & Def Non-Qualified Stock Option (right to buy) 91.13 2018-03-29 4 A 0 23713 0 A 2019-03-29 2028-03-29 Comm Stock - $.16-2/3 value 23713.0 23713 D Restricted Stock Unit (RSU) 0.0 2018-03-29 4 A 0 5650 0 A 2019-03-29 Comm Stock - $.16-2/3 value 5650.0 5650 D Performance-Based Restricted Stock Unit 0.0 2018-03-29 5 A 0 E 5650 0 A 2021-04-12 Comm Stock - $.16-2/3 value 5650.0 5650 D This option vests in equal installments on the first, second, third and fourth anniversaries of the original grant date, which was March 29, 2018. The Restricted Stock Units granted to the Reporting Person on March 29, 2018 (the "Original Grant Date") vest in equal installments on the first, second, third and fourth anniversaries of the Original Grant Date. 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, 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. Cynthia M. McMakin, Associate General Counsel, by Power of Attorney 2018-04-02 EX-24 2 hendersonpoa.htm HENDERSON POA

Limited Power of Attorney for Section 16 Reporting Obligations
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of
Kevin P. Lanouette, Ali Husain, Jeanne Weinzierl, Margaret Seif, Cynthia McMakin,
Jeanne Weinzierl , Michael A. Simone , Rebecca Change  and Mark
Devine , signing singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinater described to:
(1)execute for and on behalf of the undersigned, in the undersigned's capacity as an oficer
and/or director of Analog Devices, Inc.(the "Company"), Forms 3, 4, and 5 (including any amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
(the "Exchange Act");
(2)do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and
execute any amendment or amendments thereto, and timely deliver and ile such form with the United
States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the iling of a Form ID, including amendments thereto, or any other
application materials to enable the undersigned to gain or maintain access to the Electronic Data
Gathering Analysis and Retrieval ("EDGAR") system of the SEC and any and all successor systems to
the EDGAR system;
(3)seek or obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's securities rom any third party, including brokers,
employee beneit plan administrators and trustees, and the undersigned hereby authorizes any such person
to release any such information to such attorney-in-fact and approves and ratiies any such release of
information; and
(4)take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of beneit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and
conirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, arc not assuming nor relieving, nor is the Company assuming nor relieving, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the
undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the
undersigned for proit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to ile Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.





IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of this 15th day of June, 2017.
Signature  Gregory N. Henderson

[Limited Power of Attorneyfor Section 16 Filings]