March __, 2009Dialectic Capital Management, LLC • March 6th, 2009 • Electronic components & accessories
Thank you for agreeing to serve as a nominee for election to the Board of Directors of California Micro Devices Corporation (the “Company”) in connection with the proxy solicitation that Dialectic Capital Partners, LP (“Dialectic”), and certain of its affiliates, are considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter agreement will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 6th, 2009 • Dialectic Capital Management, LLC • Electronic components & accessories
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of California Micro Devices Corporation, a Delaware corporation (the “Company”);
