VOTING AGREEMENT SCHEDULE A Number of Shares of Company Common Stockholder: Stock Owned by Stockholder: L.J. Sevin 695,120 Jack Kilby 6,250 Derrell C. Coker 72,755 Dietrich Erdmann 605,212 Harvey B. Cash 43,850 Charles H. Phipps 40,422 Alan R. Schuele 0Voting Agreement • June 24th, 1998 • Unitrode Corp • Semiconductors & related devices
AMENDMENT TO VOTING AGREEMENT THIS AMENDMENT TO VOTING AGREEMENT (this "Amendment") is being entered into as of June 23, 1998, by and among Alan R. Schuele, Derrell C. Coker, L.J. Sevin, Harvey B. Cash, Dietrich Erdmann, Jack Kilby and Charles H. Phipps (the "Stockholders"), and Unitrode Corporation, a Maryland corporation ("Unitrode"). WHEREAS, BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Company"), Unitrode and Merrimack Corporation, a Delaware corporation and a wholly owned subsidiary of Unitrode, entered into an Agreement and Plan Merger dated as of March 2, 1998 (the "Original Agreement"), which provides, among other things, that Newco shall be merged with and into the Company pursuant to the terms and conditions thereof; and WHEREAS, as an essential condition and inducement to Unitrode to enter into the Original Agreement and in consideration therefor, the Stockholders entered into a Voting Agreement dated as of March 2, 1998 (the "Voting Agreement"); and WHEREA
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized officers as of the date first above written. UNITRODE CORPORATION By________________________ Name: Title: MERRIMACK CORPORATION...Agreement and Plan of Merger • June 24th, 1998 • Unitrode Corp • Semiconductors & related devices
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed as of the date first written above. BENCHMARQ MICROELECTRONICS, INC. By:__________________________________ Name: Alan R. Schuele Title: President and Chief...Stock Option Agreement • June 24th, 1998 • Unitrode Corp • Semiconductors & related devices
THIS AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment") is being entered into as of June 23, 1998, by and between Unitrode Corporation, a Maryland corporation ("Grantee"), and BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company, Grantee and Merrimack Corporation, a Delaware corporation and a wholly owned subsidiary of Grantee ("Newco"), entered into an Agreement and Plan of Merger dated as of March 2, 1998 (the "Original Agreement"), which provides, among other things, that Newco shall be merged with and into the Company pursuant to the terms and conditions thereof; and WHEREAS, as an essential condition and inducement to Grantee to enter into the Original Agreement and in consideration therefor, the Company entered into a Stock Option Agreement as of March 2, 1998 (the "Stock Option Agreement"); and WHEREAS, the Company, Grantee and Newco are contemporaneously with the execution of this Amendment entering into an Amendment to the Original
