AMENDMENT TO STOCK OPTION AGREEMENT
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
Agreement amending certain provisions of the Original Agreement (as so
amended, the "Amended Agreement"); and
WHEREAS, as an essential condition and inducement to Grantee to enter
into the Amended Agreement and in consideration therefor, the Company has
agreed to enter into this Amendment;
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 Stock Option Agreement are hereby amended to refer
to the Amended Agreement.
2. Grant of Option. Section 1 of the Stock Option Agreement
is amended in its entirety to read as follows:
"The Company hereby grants to Grantee an unconditional, irrevocable
option (the "Option") to purchase, subject to the terms hereof, 955,158
shares (such shares being referred to herein as the "Option Shares") of
fully paid and nonassessable common stock, par value $.001 per share, of
the Company ("Company Common Stock"), equal to approximately ten percent
(10%) of the number of shares of Company Common Stock issued and
outstanding (on a fully diluted basis after giving effect to the exercise
of the Option) as of March 2, 1998 at a purchase price of $11.13 per share
of Company Common Stock, as adjusted in accordance with the provisions of
Section 8 (such price, as adjusted if applicable, the "Option Price")."
3. Option Termination Events. Section 2(b)(ii) of the Stock
Option Agreement is amended in its entirety to read as follows:
"(ii) termination of the Merger Agreement (A) by either party pursuant
to Subsection 9.1(d) of the Merger Agreement, provided that the matter
giving rise to the Order (as defined in the Merger Agreement) providing the
basis for termination under Subsection 9.1(d) of the Merger Agreement shall
not have been initiated by the Company or any Person who initiates an
Acquisition Proposal (as such term is defined in the Merger Agreement), (B)
by the Company pursuant to Subsection 9.1(c) or Subsection 9.1(j) of the
Merger Agreement, (C) by either the Company or the Grantee pursuant to
Subsection 9.1(g) of the Merger Agreement, (D) by both parties pursuant to
Subsection 9.1(a) of the Merger Agreement, (E) by the Company or the
Grantee pursuant to Subsection 9.1(e) of the Merger Agreement (if there
exists circumstances that would permit termination of the Merger Agreement
by the Company pursuant to Subsection 9.1(e) of the Merger Agreement), (F)
by the Grantee pursuant to Subsection 9.1(i)(i) of the Merger Agreement (if
circumstances exist that would allow the Company to terminate the Merger
Agreement pursuant to Subsection 9.1(c) of the Merger Agreement as a result
of a change that would have a Material Adverse Effect with respect to
Grantee) or (G) by either party pursuant to any other provision of the
Merger Agreement; provided (in the case of Subsection 2(b)(ii)(G) hereof)
such termination occurs prior to the occurrence of an Acquisition
Proposal."
4. Stock Option Agreement in Full Force and Effect. The Stock
Option 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.
BENCHMARQ MICROELECTRONICS, INC.
By:__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer
UNITRODE CORPORATION
By:__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer