AMENDMENT TO VOTING AGREEMENT
THIS AMENDMENT TO VOTING AGREEMENT (this "Amendment") is being
entered into as of June 23, 1998, by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ (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
WHEREAS, the Company, Unitrode and Newco are contemporaneously with
the execution of this Amendment entering into an Amendment to the Original
Agreement amending certain terms and provisions of the Original Agreement
(as so amended, the "Amended Agreement"); and
WHEREAS, as an essential condition and inducement to Unitrode to enter
into the Amended Agreement and in consideration therefor, the Stockholders
have agreed to enter into this Amendment; and
WHEREAS, as of the date hereof, the Stockholders own of record and
beneficially the shares of common stock, par value $.001 per share, of the
Company (the "Company Common Stock") set forth opposite their respective
names on Schedule A hereto and wish to enter into this Amendment with
respect to such shares of Company Common Stock and options to purchase
shares of Company Common Stock;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and in the Amended Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows (with capitalized terms used and not defined herein having their
respective meanings ascribed to them in the Amended Agreement):
1. References to the Merger Agreement. All references to the
Merger Agreement in the Voting Agreement are hereby amended to refer to the
Amended Agreement.
2. Voting Agreement in Full Force and Effect. The Voting
Agreement, as amended by this Amendment, shall continue in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment to be duly executed as of the date first written above.
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UNITRODE CORPORATION
By:_________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer
VOTING AGREEMENT
SCHEDULE A
Number of Shares of Company Common
Stockholder: Stock Owned by Stockholder:
▇.▇. ▇▇▇▇▇ 695,120
▇▇▇▇ ▇▇▇▇▇ 6,250
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 72,755
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 605,212
▇▇▇▇▇▇ ▇. ▇▇▇▇ 43,850
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 40,422
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0
