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Technology Stocks : ADI: The SHARCs are circling! -- Ignore unavailable to you. Want to Upgrade?

To: Junkyardawg who wrote (1467)	2/14/2000 1:24:00 PM
From: Junkyardawg	Read Replies (1) \| Respond to of 2882

Please note the area in bold which was filed in an SEC filing by ADI in a DEF 14A statement with the SEC.According to the DEF14A filed with the SEC ADI will be discussing the following at the board meeting. Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders to be held at 10.00 a.m. on Tuesday, March 14, 2000, at the Hilton Hotel at Dedham Place, Dedham, Massachusetts. Fiscal 1999 was one of the most successful years in ADI's history as our sales and earnings growth accelerated throughout the year and shareholders benefited from a 170% increase in the stock price during fiscal 1999. The results achieved for our shareholders over an even longer period of time are also very impressive. An investment in ADI stock five years ago, at the end of fiscal 1994, would have appreciated at an average growth rate of 34% per year through the end of fiscal 1999. An investment ten years ago, at the end of fiscal 1989, would also have appreciated at an average growth rate of 34% per year through the end of fiscal 1999. We believe that we are well positioned for a very good fiscal 2000. While some of our success can be attributed to a strong semiconductor cycle, we are mostly benefiting from our strong new product developments that are aimed at the fastest growing end markets. These opportunities are discussed in the Annual Report and will be discussed in greater detail at the Annual Meeting. An important item at the Annual Meeting, recommended unanimously for approval by the Board of Directors, is Proposal 2, which if approved would increase the number of shares available for grant under the Company's Stock Option Plan. Like our competitors, ADI has long utilized stock options as an important means of attracting, motivating and retaining talented employees. Stock options have become particularly important in recent years as competition for scarce talent has become intense. Our employees are the most critical resource required for growth in the rapidly changing technological environment in which we compete. We believe that the employee stock option plans should have a long-term focus in order to closely align the interests of employees with those of ADI's stockholders. Accordingly, vesting of employee stock options have generally been deferred until three years after the grant date. Options are then exercisable in equal installments of one third each year, on the third, fourth and fifth anniversary of the grant date. The long-term nature of our vesting schedule is quite unusual in our industry and has resulted in a large number of outstanding options at any point in time as compared to other companies in our industry which vest options annually, quarterly, or monthly. Currently, options are outstanding for approximately 28.6 million shares. At January 28, 2000, only 17% of these options were vested while 83% remained unvested. In this time of intense competition for talented employees, your support of the Board of Directors' recommendation is important to the Company's ability to attract and retain a talented and motivated workforce. Please review the attached proxy materials and take the time to cast your vote.