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 30th, 1998 • Unitrode Corp • Semiconductors & related devices
AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is being entered into as of June 23, 1998, by and among Unitrode Corporation, a Maryland corporation (the "Acquiror"), Merrimack Corporation, a Delaware corporation and a wholly owned subsidiary of the Acquiror ("Newco"), and BENCHMARQ Microelectronics, Inc., a Delaware corporation (the "Company"). The Acquiror, Newco and the Company are parties to an Agreement and Plan of Merger, dated as of March 2, 1998 (the "Agreement"), and desire to amend certain terms and provisions of the Agreement as set forth therein. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and the consummation of the transactions contemplated by the Agreement, the Acquiror, Newco and the Company agree as follows (with capitalized terms used and not defined herein having their respective meanings ascribed to them in the Agreement): 1. Defined Terms. (a) The definition of
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....Voting Agreement • June 30th, 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, 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 30th, 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
