Common use of Governing Law; Choice of Venue Clause in Contracts

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares is made and/or to be performed. By electronically approving the Award of Performance Shares through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Agreement or the Plan.

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares Restricted Stock Units granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares Restricted Stock Units is made and/or to be performed. By electronically approving the Award of Performance Shares Restricted Stock Units through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares Restricted Stock Units has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN PERFORMANCE SHARE RESTRICTED STOCK UNIT AGREEMENT Special Terms and Conditions Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Restricted Stock Unit Agreement or and the Plan.

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares Restricted Stock granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares Restricted Stock or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares Restricted Stock is made and/or to be performed. By electronically approving the Award of Performance Shares Restricted Stock through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares Restricted Stock has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN PERFORMANCE SHARE RESTRICTED STOCK AGREEMENT ADDITIONAL TERMS AND CONDITIONS Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Restricted Stock Agreement or and the Plan.

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares is made and/or to be performed. By electronically approving the Award of Performance Shares through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN SCHEDULE A PERFORMANCE SHARE AGREEMENT Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Agreement or the Plan.GOAL SCHEDULE

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares Restricted Stock Units granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares Restricted Stock Units is made and/or to be performed. By electronically approving the Award of Performance Shares Restricted Stock Units through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee Xxxxxxx agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares Restricted Stock Units has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. Exhibit 10.28 APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN PERFORMANCE SHARE RESTRICTED STOCK UNIT AGREEMENT ADDITIONAL TERMS AND CONDITIONS Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Restricted Stock Unit Agreement or and the Plan.

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares is made and/or to be performed. By electronically approving the Award of Performance Shares through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Agreement or the Plan.GOAL SCHEDULE

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares is made and/or to be performed. By electronically approving the Award of Performance Shares through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN SCHEDULE A PERFORMANCE SHARE AGREEMENT Capitalized terms used but not defined herein shall have GOAL SCHEDULE 1 For the meanings ascribed to them in the Grant Noticepurposes of this Agreement, the Agreement phrase “Grantee’s country” refers to any country whose laws and regulations apply to Grantee during the relevant time period, as determined by the Company in its sole discretion. Grantee should speak with his or the Planher personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances.

Governing Law; Choice of Venue. This Agreement and the Award of Performance Shares Restricted Stock Units granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Performance Shares Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Xxxxx County, California, U.S.A., or the federal courts for the United States for the Northern District of California, U.S.A., and no other courts, where this Award of Performance Shares Restricted Stock Units is made and/or to be performed. By electronically approving the Award of Performance Shares Restricted Stock Units through the Xxxxxx Xxxxxxx Xxxxx Xxxxxx website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Performance Shares Restricted Stock Units has not been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan. APPENDIX MAXIM INTEGRATED PRODUCTS, INC. 1996 STOCK INCENTIVE PLAN PERFORMANCE SHARE RESTRICTED STOCK UNIT AGREEMENT SPECIAL TERMS AND CONDITIONS Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Restricted Stock Unit Agreement or and the Plan.