Exhibit 2.1 =========== SHARE PURCHASE AGREEMENT by and among STANDARD MICROSYSTEMS CORPORATION,Share Purchase Agreement • April 5th, 2005 • Standard Microsystems Corp • Semiconductors & related devices
STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated October 7, 1997, among Standard Microsystems Corporation, a Delaware corporation ("SMSC"), Accton Technology Corporation, a Taiwan company ("Accton"), Global Business Investments (B.V.I.) Corp., a...Stockholders Agreement • October 22nd, 1997 • Standard Microsystems Corp • Computer communications equipment • Delaware
EXHIBIT 1 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of January 7, 1998 (the "Agreement"), between Standard Microsystems Corporation, a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability...Rights Agreement • January 15th, 1998 • Standard Microsystems Corp • Computer communications equipment • New York
Exhibit 10.5 EMPLOYMENT AGREEMENT Agreement made as of January 7, 2000 between Standard Microsystems Corporation, a Delaware corporation having an office at 80 Arkay Drive, Hauppauge, New York 11788 ("Company"), and Andrew M. Caggia, residing at 126...Employment Agreement • May 30th, 2000 • Standard Microsystems Corp • Semiconductors & related devices • New York
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 14th, 1999 • Standard Microsystems Corp • Computer communications equipment • New York
Exhibit 10.1 CONTRACT OF SALE THIS CONTRACT OF SALE (hereafter, this "Contract of Sale" or this "Contract") made as of this 22nd day of May, 2003 by and between Standard Microsystems Corporation ("seller"), having an office at 80 Arkay Drive,...Contract of Sale • July 15th, 2003 • Standard Microsystems Corp • Semiconductors & related devices • New York
May 1, 2006Resignation Agreement • May 1st, 2006 • Standard Microsystems Corp • Semiconductors & related devices
This letter agreement (the "Agreement") sets forth certain terms and conditions relative to your resigning as Senior Vice President Global Operations of Standard Microsystems Corporation, including its subsidiaries and affiliated corporations, ("SMSC" or the "Company").
Exhibit 10.5 EMPLOYMENT AGREEMENT Agreement made as of 18 March 1999 between Standard Microsystems Corporation, a Delaware corporation having an office at 80 Arkay Drive, P.O. Box 18047, Hauppauge, New York 11788 ("Company"), and Steven J. Bilodeau,...Employment Agreement • May 27th, 1999 • Standard Microsystems Corp • Computer communications equipment • New York
Exhibit 4.2Rights Agreement • May 25th, 2001 • Standard Microsystems Corp • Semiconductors & related devices
STOCK PURCHASE AGREEMENT dated as of September 30, 1997 by and among ACCTON TECHNOLOGY CORPORATION, GLOBAL BUSINESS INVESTMENTS (B.V.I.) CORP., STANDARD MICROSYSTEMS CORPORATION, THE SUBSIDIARIES LISTED IN SCHEDULE A, and AJJA INC. with respect to the...Stock Purchase Agreement • October 22nd, 1997 • Standard Microsystems Corp • Computer communications equipment • New York
EXHIBIT 3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 to Rights Agreement, dated as of April 9, 2002 (this "Amendment"), between Standard Microsystems Corporation, a Delaware corporation (the "Company"), and American Stock Transfer & Trust...Rights Agreement • April 10th, 2002 • Standard Microsystems Corp • Semiconductors & related devices
EMPLOYMENT AGREEMENT -------------------- Agreement made as of September 16, 2005 between Standard Microsystems Corporation, a Delaware corporation having an office at 80 Arkay Drive, Hauppauge, New York 11788 ("Company"), and David S. Smith, residing...Employment Agreement • September 19th, 2005 • Standard Microsystems Corp • Semiconductors & related devices • New York
WITNESSETH:Employment Agreement • June 9th, 1997 • Standard Microsystems Corp • Computer communications equipment
AMONGAsset Purchase Agreement • January 29th, 1996 • Standard Microsystems Corp • Computer peripheral equipment, nec • Delaware
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 22nd, 1997 • Standard Microsystems Corp • Computer communications equipment • New York
Exhibit 10.1 EARLY RETIREMENT AGREEMENT AND GENERAL RELEASE WHEREAS, George W. Houseweart (the "Employee") is an employee of SMSC North America, Inc. ("SMSC" or the "Company"); and WHEREAS, the Employee's normal retirement date is March 21, 2007; and...Early Retirement Agreement • October 26th, 2005 • Standard Microsystems Corp • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED MICROCHIP TECHNOLOGY MANAGEMENT CO. and STANDARD MICROSYSTEMS CORPORATION Dated as of May 1, 2012Merger Agreement • May 2nd, 2012 • Standard Microsystems Corp • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 1, 2012, by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Parent”), MICROCHIP TECHNOLOGY MANAGEMENT CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
RECITALSIndemnity Agreement • November 23rd, 2005 • Standard Microsystems Corp • Semiconductors & related devices • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2011 • Standard Microsystems Corp • Semiconductors & related devices • Delaware
This amended and restated EMPLOYMENT AGREEMENT is made as of December 15, 2011 (the “Agreement”), among Standard Microsystems Corporation, a Delaware corporation (the “Employer” or “SMSC”), and Christine King (the “Employee”).
Exhibit 10.2 ============ STANDARD MICROSYSTEMS CORPORATION CONSULTANT AGREEMENT THIS Agreement is made as of the 1st day of May, 2006 (hereinafter referred to as the "Effective Date"), by and between Standard Microsystems Corporation, a Delaware...Consultant Agreement • May 1st, 2006 • Standard Microsystems Corp • Semiconductors & related devices • New York
MORTGAGE AND SECURITY AGREEMENT Dated: March 14, 2012 in the amount of from REP 80 ARKAY DRIVE, LLC Mortgagor a New York limited liability company having an address at: c/o Rechler Equity Partners Melville, New York 11747 to STANDARD MICROSYSTEMS...Mortgage and Security Agreement • July 3rd, 2012 • Standard Microsystems Corp • Semiconductors & related devices
MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made as of the 14th day of March, 2012, given by REP 80 ARKAY DRIVE, LLC, a New York limited liability company, having an address at c/o Rechler Equity Partners, 225 Broadhollow Road, Suite 184W, Melville, New York 11747 (the “Mortgagor”), in favor of STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation, having an office at 80 Arkay Drive, Hauppauge, New York 11788 (“Mortgagee”).
Agreement and Plan of Merger among Conexant Systems, Inc., Standard Microsystems Corporation and Comet Acquisition Corp. Dated as of January 9, 2011Merger Agreement • January 10th, 2011 • Standard Microsystems Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 9, 2011, is by and among CONEXANT SYSTEMS, INC., a Delaware corporation (the “Company”), STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation (“Parent”), and COMET ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
ARTICLE I DEFINITIONSAsset Purchase Agreement • June 14th, 1999 • Standard Microsystems Corp • Computer communications equipment • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2007 • Standard Microsystems Corp • Semiconductors & related devices • New York
Agreement made as of March 19, 2007 between Standard Microsystems Corporation, a Delaware corporation having an office at 80 Arkay Drive, Hauppauge, New York 11788 (“Company”) and Steven J. Bilodeau, residing at 9 Merriman Point Road, Center Sandwich, NH 03227 (“Executive”).
Amendment to Letter Agreement of Roger Wendelken and Standard Microsystems Corporation dated May 26, 2009Amendment to Letter Agreement • April 28th, 2010 • Standard Microsystems Corp • Semiconductors & related devices
Whereas Roger Wendelken (“Employee”) and Standard Microsystems Corporation (“SMSC” or the “Company”) entered into a letter agreement dated May 26, 2009 (the “Letter”);
Mr. Walter Siegel 19 Hickory Drive Great Neck, NY 11023 Re: Letter Agreement Dear Walter:Letter Agreement • November 7th, 2008 • Standard Microsystems Corp • Semiconductors & related devices
On September 30, 2005, you received an Offer Letter from Standard Microsystems Corporation (the “Company” or “SMSC”). As a result of Section 409A (“409A” or “Section 409A”) of the Internal Revenue Code (the “Code”), SMSC wishes to once again reconfirm the terms of your continued employment as Vice President and General Counsel as follows:
Mr. David CollerInternational Assignment Letter • July 3rd, 2012 • Standard Microsystems Corp • Semiconductors & related devices
STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT dated as of June 1, 1999 by and between INERTIA OPTICAL TECHNOLOGY APPLICATIONS, INC., a Delaware corporation ("Company") and STANDARD MICROSYSTEMS CORPORATION ("SMSC"), and the other stockholders of...Stockholders Agreement • June 14th, 1999 • Standard Microsystems Corp • Computer communications equipment • Delaware
TRANSITION SERVICES AGREEMENT by and between AJJA INC. and STANDARD MICROSYSTEMS CORPORATION Dated as of: October 7, 1997 TABLE OF CONTENTS ARTICLE 1. SERVICES . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE 2. FEES . . . . . . . . . . . . . . . ....Transition Services Agreement • October 22nd, 1997 • Standard Microsystems Corp • Computer communications equipment • New York
Exhibit 10.34 ------------- SMSC MANAGEMENT INCENTIVE PLAN FORM OF AGREEMENT The body of this form of agreement applies to Executive Officers. Some Executive Officers in the plan are principally devoted to specific product areas and their incentives...Management Incentive Plan Agreement • May 16th, 2005 • Standard Microsystems Corp • Semiconductors & related devices
March 19, 2007 Mr. Aaron L. Fisher 2764 Carole Lane Allentown, PA 18104 Re: Letter Agreement Dear Aaron:Letter Agreement • April 29th, 2008 • Standard Microsystems Corp • Semiconductors & related devices
On August 30, 2006, you received an Offer Letter from Standard Microsystems Corporation (the “Company” or “SMSC”). As a result of Section 409A of the Internal Revenue Code (the “Code”), SMSC wishes to confirm the terms of your continued employment as Senior Vice President of Products and Technology as follows:
November 3, 2009Letter Agreement • November 9th, 2009 • Standard Microsystems Corp • Semiconductors & related devices
Mr. Aaron L. Fisher 33 Nadworny Lane Stonybrook, NY 11790 Re: Letter Agreement Dear Aaron:Letter Agreement • November 7th, 2008 • Standard Microsystems Corp • Semiconductors & related devices
On August 30, 2006, you received an Offer Letter from Standard Microsystems Corporation (the “Company” or “SMSC”). As a result of Section 409A (“409A” or Section 409A”) of the Internal Revenue Code (the “Code”), SMSC wishes to confirm the terms of your continued employment as Senior Vice President of Products and Technology as follows:
March 19 , 2007Letter Agreement • April 30th, 2007 • Standard Microsystems Corp • Semiconductors & related devices
On September 30, 2005, you received an Offer Letter from Standard Microsystems Corporation (the “Company” or “SMSC”). As a result of Section 409A of the Internal Revenue Code (the “Code”), SMSC wishes to confirm the terms of your continued employment as Vice President and General Counsel as follows:
Amendment to Letter Agreement of Dave Coller and Standard Microsystems Corporation dated February 4, 2009Letter Agreement • April 28th, 2010 • Standard Microsystems Corp • Semiconductors & related devices
Whereas Dave Coller (“Employee”) and Standard Microsystems Corporation (“SMSC” or the “Company”) entered into a letter agreement dated February 4, 2009 (the “Letter”);
