Standard Microsystems Corp Sample Contracts

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Exhibit 2.1 =========== SHARE PURCHASE AGREEMENT by and among STANDARD MICROSYSTEMS CORPORATION,
Share Purchase Agreement • April 5th, 2005 • Standard Microsystems Corp • Semiconductors & related devices
Exhibit 4.2
Rights Agreement • May 25th, 2001 • Standard Microsystems Corp • Semiconductors & related devices
TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 14th, 1999 • Standard Microsystems Corp • Computer communications equipment • New York
WITNESSETH:
Employment Agreement • June 9th, 1997 • Standard Microsystems Corp • Computer communications equipment
AMONG
Asset Purchase Agreement • January 29th, 1996 • Standard Microsystems Corp • Computer peripheral equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED MICROCHIP TECHNOLOGY MANAGEMENT CO. and STANDARD MICROSYSTEMS CORPORATION Dated as of May 1, 2012
Agreement and Plan of Merger • 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.

RECITALS
Indemnity Agreement • November 23rd, 2005 • Standard Microsystems Corp • Semiconductors & related devices • Delaware
May 1, 2006
Letter 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").

EMPLOYMENT AGREEMENT
Employment 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”).

ARTICLE I DEFINITIONS
Asset Purchase Agreement • June 14th, 1999 • Standard Microsystems Corp • Computer communications equipment • 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, 2011
Agreement and Plan of Merger • 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”).

EMPLOYMENT AGREEMENT
Employment 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”).

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Amendment to Letter Agreement of Roger Wendelken and Standard Microsystems Corporation dated May 26, 2009
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:
Standard Microsystems Corp • November 7th, 2008 • 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:

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • October 22nd, 1997 • Standard Microsystems Corp • Computer communications equipment • New York
Mr. David Coller
Standard Microsystems Corp • July 3rd, 2012 • Semiconductors & related devices
March 19, 2007 Mr. Aaron L. Fisher 2764 Carole Lane Allentown, PA 18104 Re: Letter Agreement Dear Aaron:
Standard Microsystems Corp • April 29th, 2008 • 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, 2009
Standard Microsystems Corp • November 9th, 2009 • Semiconductors & related devices
Mr. Aaron L. Fisher 33 Nadworny Lane Stonybrook, NY 11790 Re: Letter Agreement Dear Aaron:
Standard Microsystems Corp • November 7th, 2008 • 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 , 2007
Standard Microsystems Corp • April 30th, 2007 • 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, 2009
Letter 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”);

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