Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The Compensation Committee of the Board of Directors (the "Compensation Committee") of Maxim Integrated Products, Inc. (the "Company") approved a new compensation model for fiscal year 2010 for the officers of the Company, including the Named Executive Officers. The components of this compensation model include base salary, an annual cash performance bonus and equity awards consisting of stock options and restricted stock units.

Under this new compensation model, the aggregate cash bonus pool available for distribution to officers for fiscal year 2010 performance will range from 1% to 3% of the Company's operating income as determined under U.S. General Accepted Accounting Principles (GAAP) excluding special expense items. The metrics that determine the percentage of the Company's operating income to be available for distribution to all officers is year-over-year operating income growth (excluding special expense items), and the Company's stock price performance relative to a peer group. Each officer's pro rata share of the aggregate bonus pool is dependent upon their position points and personal performance.

Base salaries for all Named Executive Officers were not changed, and the Compensation Committee elected to defer any decisions regarding the grant of stock options and restricted stock units to officers until a future date.

---