Standard Contracts
RECITALSEscrow Agreement • November 23rd, 1998 • Micrel Inc • Semiconductors & related devices • California
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 22nd, 2001 • Micrel Inc • Semiconductors & related devices • Delaware
MICREL, INCORPORATED and MELLON INVESTOR SERVICES LLC, as Rights Agent Rights Agreement Dated as of March 24, 2008Rights Agreement • March 28th, 2008 • Micrel Inc • Semiconductors & related devices • New York
Associates, (iii) Warren S. Muller and his Affiliates and Associates, (iv) any partnership, limited partnership, syndicate or other group for the purposes of acquiring, owning, voting or disposing of any securities of the Company of which Mr. Zinn, Mr. Muller of any of their respective Affiliates or Associates may be deemed to be a member, or any person with whom Mr. Zinn or Mr. Muller, or any of their respective Affiliates or Associates, has any agreement, arrangement or understanding, whether or not in writing, for the purposes of acquiring, holding, voting or disposing of such securities, and (v) any director, officer or employee of the Company or any of its Subsidiaries who may be deemed a member of any such partnership, limited partnership, syndicate or other group.
RECITALS: ---------Loan and Security Agreement • October 31st, 1996 • Micrel Inc • Semiconductors & related devices
RECITALSLoan and Security Agreement • March 28th, 2003 • Micrel Inc • Semiconductors & related devices • California
SECTION DEFINITIONSCredit Agreement • April 30th, 2007 • Micrel Inc • Semiconductors & related devices • California
RECITALS: A. Borrower and Bank have entered into that certain Amended and Restated Loan and Security Agreement (Receivables and Inventory) dated November 29, 1990, that certain First Amendment to Amended and Restated Loan and Security Agreement...Loan and Security Agreement • October 24th, 1997 • Micrel Inc • Semiconductors & related devices
MICREL, INCORPORATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 6th, 2014 • Micrel Inc • Semiconductors & related devices • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Raymond D. Zinn (the “Executive”) and Micrel, Incorporated (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED MAMBO ACQUISITION CORP., MAMBO ACQUISITION LLC and MICREL, INCORPORATED Dated as of May 7, 2015Merger Agreement • May 8th, 2015 • Micrel Inc • Semiconductors & related devices • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2015, by and among Microchip Technology Incorporated, a Delaware corporation (“Parent”), Mambo Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mambo Acquisition LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub LLC”) and Micrel, Incorporated, a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of April 21, 1998 by and between MICREL, INCORPORATED, a California corporation (the "Company"), and J. Barry Small ("Indemnitee"). WHEREAS, it is essential to the...Indemnification Agreement • August 10th, 1998 • Micrel Inc • Semiconductors & related devices • California
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT ------------------------- THIS AGREEMENT is entered into, effective as of June 3, 1996 by and between MICREL, INCORPORATED, a California corporation (the "Company"), and George T. Anderl ("Indemnitee"). WHEREAS,...Indemnification Agreement • May 12th, 1997 • Micrel Inc • Semiconductors & related devices • California
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of August 23, 1999 by and between MICREL, INCORPORATED, a California corporation (the "Company"), and Scott Ward ("Indemnitee"). WHEREAS, it is essential to the...Indemnification Agreement • November 12th, 1999 • Micrel Inc • Semiconductors & related devices • California
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference...Single-Tenant Lease • May 15th, 2000 • Micrel Inc • Semiconductors & related devices
CREDIT AGREEMENT (LINE OF CREDIT) (LETTER OF CREDIT SUB-FACILITY) (FOREIGN EXCHANGE SUB-FACILITY)Credit Agreement • August 13th, 2003 • Micrel Inc • Semiconductors & related devices • California
SS#:Incentive Award Agreement • October 2nd, 2009 • Micrel Inc • Semiconductors & related devices • California
This Incentive Award Agreement, including the 2003 Incentive Award Plan Employee Stock Option Agreement attached hereto as Exhibit A (together, the “Agreement”), is entered into between Micrel, Incorporated, a California corporation and the Optionee named above pursuant to the 2003 Incentive Award Plan (the ‘Plan’). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. Pursuant to the terms and conditions of the Plan, you have been granted shares of stock as follows.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 28th, 2011 • Micrel Inc • Semiconductors & related devices • California
This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of May 7, 2009, as it may be amended from time to time, and any and all addenda and riders thereto (collectively the "Agreement"). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.
AGREEMENT ARTICLE 1 MERGERMerger Agreement • November 23rd, 1998 • Micrel Inc • Semiconductors & related devices • California
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 25th, 2010 • Micrel Inc • Semiconductors & related devices
SECOND AMENDMENT, dated as of March 23, 2010 (“Second Amendment”), to Rights Agreement dated as of March 24, 2008, as amended by a First Amendment dated as of March 23, 2009 (the “Rights Agreement”), between Micrel, Incorporated, a California corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
RECITALSCommercial Mortgage Financing Agreement • November 14th, 2002 • Micrel Inc • Semiconductors & related devices • California
Exhibit 10.17 License Reference Number L065013 MICREL/IBM PATENT LICENSE AGREEMENT 20060920 - EXECUTION COPY LICENSE AGREEMENT ("Agreement") with an Effective Date as defined below between International Business Machines Corporation, a New York...License Agreement • November 7th, 2006 • Micrel Inc • Semiconductors & related devices • New York
Amendment No. 1 to Agreement and Plan of MergerAgreement and Plan of Merger • July 7th, 2015 • Micrel Inc • Semiconductors & related devices • California
This Amendment No. 1, dated as of June 30, 2015 (this “Amendment”), to the Agreement and Plan of Merger (the “Merger Agreement”) made and entered into as of May 7, 2015, by and among Microchip Technology Incorporated, a Delaware corporation (“Parent”), Mambo Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mambo Acquisition LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub LLC”) and Micrel, Incorporated, a California corporation (the “Company”) is made and entered into by and among Parent, Merger Sub and the Company. Capitalized terms used but not defined herein have the meaning ascribed to them in the Merger Agreement.
MICREL, INCORPORATED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 24th, 2012 • Micrel Inc • Semiconductors & related devices • California
Micrel, Incorporated, a California corporation, (the “Company”), pursuant to its 2012 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each Restricted Stock Unit represents the right to receive one share of Common Stock upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • August 23rd, 2013 • Micrel Inc • Semiconductors & related devices • California
This Transition and Separation Agreement (the “Agreement”) is made by and between Clyde R. Wallin (“Executive”) and Micrel, Incorporated, a California corporation (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”), with reference to the following facts:
ContractRights Agreement • August 25th, 2010 • Micrel Inc • Semiconductors & related devices
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 25th, 2013 • Micrel Inc • Semiconductors & related devices • California
This Second Amendment to Credit Agreement (the "Amendment") is made and entered into as of April 19, 2013, by and between BANK OF THE WEST (the "Bank") and MICREL, INCORPORATED (the "Borrower") and, upon satisfaction of the conditions contained in this Amendment, is effective as of December 31, 2012.
EXHIBIT (a)(1)(xi) E-mail or US Mail To: Participating Micrel Employees From: Andrea Belanger Date: June __, 2002 Dear Micrel Employees: The new stock options have been granted under the Company's Stock Option Exchange Program. If you participated in...Stock Option Agreement • November 8th, 2002 • Micrel Inc • Semiconductors & related devices
The new stock options have been granted under the Company's Stock Option Exchange Program. If you participated in the stock option exchange program, you will be receiving a new option agreement issued under the 1994 Stock Option Plan or 2000 Non-Qualified Stock Incentive Plan, depending on the plan under which the options subject to an election for exchange were granted, setting forth the number of options granted and the terms and conditions of your new options. You can accept the new option grant by promptly signing and returning the new option agreement to Andrea Belanger, Stock Administrator for Micrel.
COMMERCIAL LEASECommercial Lease • March 31st, 1999 • Micrel Inc • Semiconductors & related devices • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 11th, 2009 • Micrel Inc • Semiconductors & related devices • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into as of May 7, 2009, by and among the sellers listed on Schedule I attached hereto (each, a “Seller” and collectively, the “Sellers”), and Micrel, Incorporated, a California corporation (the “Corporation”) and each of the natural persons listed on Schedule II attached hereto, severally but not jointly (each such natural person a “Purchaser” and collectively, the “Purchasers” and together with the Corporation, the “Purchaser Group,” and individually, a “member of the Purchaser Group”).
MICREL, INCORPORATED AGREEMENT TO TERMS OF ELECTIONAgreement to Terms of Election • October 2nd, 2009 • Micrel Inc • Semiconductors & related devices
If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Offer Election Form and submitting it via Micrel’s Offer website by 11:59 P.M. Pacific Time on October 30, 2009 (unless the Offer is extended).
INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of February 22, 1999 by and between MICREL, INCORPORATED, a California corporation (the "Company"), and Thomas S. Wong ("Indemnitee"). WHEREAS, it is essential to the Company to...Indemnification Agreement • May 7th, 1999 • Micrel Inc • Semiconductors & related devices • California
Amendment No. 2 to Agreement and Plan of MergerAgreement and Plan of Merger • August 4th, 2015 • Micrel Inc • Semiconductors & related devices • California
This Amendment No. 2, dated as of July 28, 2015 (this “Amendment”), to the Agreement and Plan of Merger (as amended, supplemented or modified the “Merger Agreement”) made and entered into as of May 7, 2015, by and among Microchip Technology Incorporated, a Delaware corporation (“Parent”), Mambo Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mambo Acquisition LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub LLC”) and Micrel, Incorporated, a California corporation (the “Company”), as amended by that certain Amendment No. 1, dated as of June 30, 2015, is made and entered into by and among Parent, Merger Sub and the Company. Capitalized terms used but not defined herein have the meaning ascribed to them in the Merger Agreement.
WITNESSETHPatent Cross-License and Settlement Agreement • August 14th, 2002 • Micrel Inc • Semiconductors & related devices • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2009 • Micrel Inc • Semiconductors & related devices • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into as of February 11, 2009, by and among the sellers listed on Schedule I attached hereto (each, a “Seller” and collectively, the “Sellers”), and Micrel, Incorporated, a California corporation (the “Corporation”) and each of the natural persons listed on Schedule II attached hereto (each such natural person a “Purchaser” and collectively, the “Purchasers” and together with the Corporation, the “Purchaser Group”).
LOAN AND SECURITY AGREEMENT THIS AGREEMENT, dated as of June 29, 2001, is entered into between Micrel Incorporated, a California corporation (hereinafter called "Borrower"), whose chief executive office is at the address set forth in Section 1.5...Loan and Security Agreement • August 15th, 2001 • Micrel Inc • Semiconductors & related devices • California
LOAN AND SECURITY AGREEMENT THIS AGREEMENT, dated as of March 8, 2000, is entered into between Micrel Incorporated, a California corporation (hereinafter called "Borrower"), whose chief executive office is at the address set forth in Section 1.7...Loan and Security Agreement • May 15th, 2000 • Micrel Inc • Semiconductors & related devices • California
