EXHIBIT 10.1


Executive Officer Incentive Plan- Suneil Parulekar

     As reported on the Form 8-K dated July 19,  2005 filed July 22,  2005,  the
Executive Officer  Incentive Plan ("EOIP")  incentive awarded for fiscal 2005 to
Suneil  Parulekar,  who served as Senior Vice  President,  Analog Products Group
during fiscal 2005,  exceeded the amounts permitted under the terms of the EOIP.
The Compensation Committee of the Company's Board of Directors made the decision
to approve  the  incentive  based on Mr.  Parulekar's  leadership  of the Analog
Products  Group,  which  performed  extremely  well  during the fiscal  year and
contributed significantly to the Company's overall financial performance.